Common use of Acquisition Proposals Clause in Contracts

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors shall not, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowingly, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company Each of DSW and RVI agrees that (i) neither it nor any of its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and its officers and directors shall not, (ii) that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ directors, officers, employees, affiliates, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing or any purchase or sale of 15% or more of the consolidated assets (including equity interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of its or any of its Subsidiaries’ total voting power (or of the Company and its Subsidiaries or (zsurviving parent entity in such transaction) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an (“Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, engage in any negotiations concerning an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (iii) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase, stock purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or agree or publicly propose to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, RVI and DSW and their respective Boards of Directors shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that such party’s Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable Law, (B) directly effect a Change in RVI Recommendation or indirectlya Change in DSW Recommendation (as applicable, a “Change in Recommendation”), (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement and (D) terminate this Agreement pursuant to Sections 7.1(f) (in the case of a termination of this Agreement by RVI) or 7.1(g) (in the case of a termination of this Agreement by DSW) of this Agreement, if and only to the extent that: (i) in any such case referred to in clause (B), (C) otherwise cooperate or (D) above, (x) such party’s Required Shareholders Meeting shall not have occurred, (y) such party has complied in all material respects with this Section 5.4 and (z) its Board of Directors, after consultation with its outside legal counsel, determines in good faith that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; (ii) in any way withsuch case referred to in clause (C) above, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the such party’s Board of Directors of the CompanyDirectors, in good faith, and after consultation with outside legal counsel and financial advisors, determines in good faith that the failure to take there is a reasonable likelihood that such action would be Acquisition Proposal constitutes or is reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable LawSuperior Proposal, then at any time and prior to the acceptance for payment of Shares pursuant providing any information or data to the Offer, the Company and its representatives may, any person in response to a written connection with an Acquisition Proposal that the by any such person, such party’s Board of Directors receives from such person an executed confidentiality agreement having confidentiality provisions that are no less favorable to the party providing such information than those contained in the Master Separation Agreement; provided that (x) such party furnished to the other party to this Agreement the information and documentation required by Section 5.4(c) with respect to such Acquisition Proposal and (y) prior to effecting such a Change in Recommendation, has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the Company determinesother party hereto to determine whether such modifications cause such party’s Board of Directors to conclude that such Acquisition Proposal no longer requires a Change in Recommendation; and (iii) in any such case referred to in clause (D) above, the Acquisition Proposal is not withdrawn and the applicable party’s Board of Directors determines in good faith, after consultation with outside counsel and its financial advisors, constitutes, or would reasonably be expected to lead to, that such offer constitutes a Superior Proposal. (c) Each of DSW and RVI shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and which Acquisition Proposal did not result from a breach in any event each of this Section 6.4(a), (1) DSW and RVI shall provide access or furnish information with respect written notice to the Company other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 24 hours of such event. Each of DSW and its Subsidiaries to RVI agrees that it will promptly keep the Person making other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than nature of all information requested and delivered, and the Confidentiality Agreement (including in respect status and terms of standstill provisions) and (2) engage in any such discussions or negotiations negotiations, and in any event each of DSW and RVI shall provide the other party with written notice of any material development thereto within 24 hours thereof. Each of DSW and RVI also agrees to provide the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject other party hereto with copies of any written information that it provides to the right third party making the request therefor within 24 hours of the Company time it provides such information to withhold information where such disclosure would contravene any Lawthird party, unless the Company shall promptly provide to Parent any non-public information other party hereto has already been provided with such information. (d) Each of DSW and RVI agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, (i) it will and will cause its Subsidiaries, and its and their respective agents officers, directors, affiliates, agents, representatives and representatives advisors to, cease immediately cease and cause to be terminated terminate any and all existing activities, discussions or negotiations with any Persons third parties conducted heretofore with respect to any Acquisition Proposal Proposal, and (ii) it will require not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of DSW and RVI agrees that any such Person shall it will use reasonable best efforts to promptly return or destroy any confidential information inform its and its Subsidiaries’ respective directors, officers, affiliates, agents, representatives and advisors of the Company or its Subsidiaries obligations undertaken in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)5.4. (e) notify Parent Nothing in this Section 5.4 shall permit either party to terminate this Agreement or to submit to the vote of the receipt of its shareholders any Acquisition Proposal or any inquiryother than the Merger prior to the termination of this Agreement in accordance with Section 7.1. (f) For purposes of this Agreement, proposal or offer that is reasonably likely to lead to an “Superior Proposal” means a bona fide written Acquisition Proposal which the RVI Board of Directors or the DSW Board of Directors, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the date hereoflegal, which notice shall include the identity financial, regulatory, timing and other aspects of the Person proposal and the person making the proposal (including any required voting agreements, break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the unaffiliated shareholders of RVI or DSW, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by RVI or DSW, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed and is otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to “15%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving RVI or other inquiryDSW, proposal or offer and as the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretocase may be.

Acquisition Proposals. (a) The Neither the Company agrees that (i) it and its officers and directors shall notnor the Stockholders will, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not nor will any of them authorize or permit any officer, director, employee, consultant or contractor or any investment banker, attorney, accountant or other agent or Representative of the Company or any of the Stockholders acting on any of their behalf to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate(a) solicit, solicit initiate or knowinglyintentionally encourage the submission of any Acquisition Proposal or (b) participate in any discussions or negotiations regarding, encourage or facilitate (including by way of furnishing information) furnish to any Person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would may reasonably be expected to lead to, a Superior any Acquisition Proposal, . Immediately after the execution and which Acquisition Proposal did not result from a breach delivery of this Section 6.4(a)Agreement, (1) provide access or furnish information with respect to each of the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries Stockholders will, and will cause their respective its officers, directors, employees, investment bankers, attorneys, accountants and other agents and representatives Representatives to, immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any Persons parties conducted heretofore with in respect to of any possible Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of inform the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent Buyer of the receipt of any subsequent Acquisition Proposal Proposal. Each of the Company and the Stockholders will take all necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 6.1 of the obligations undertaken in this Section 6.1. “Acquisition Proposal” means an inquiry, offer or proposal regarding any of the following (other than the Contemplated Transactions) involving the Company: (i) any merger, consolidation, share exchange, recapitalization, business combination or other similar transaction; (ii) any sale of shares of capital stock or other equity interests or securities; (iii) any sale, lease, exchange, mortgage, pledge, Transfer or other disposition of all or any inquirymaterial portion of its assets in a single transaction or series of transactions; or (iv) any public announcement of a proposal, proposal plan or offer that is reasonably likely intention to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity do any of the Person making such Acquisition Proposal foregoing or other inquiry, proposal or offer and any agreement to engage in any of the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoforegoing.

Acquisition Proposals. (a) The From the date hereof until the Effective Time, the Company agrees that shall, and shall cause the Subsidiaries and their respective representatives, to (i) it immediately cease any discussions or negotiations with any parties that may be ongoing with respect to an Acquisition Proposal and its officers request, not later than five (5) days following the date hereof, the prompt return of all confidential information previously furnished to such parties or their representatives, and directors (ii) not modify, waive, amend or release any standstill, confidentiality or similar agreements entered into prior to the date hereof or any confidentiality agreement entered into by the Company or any Subsidiary between the date hereof and the Effective Time. Except as expressly permitted by Section 7.05(b), the Company shall not, (ii) it nor shall cause its Subsidiaries and its Subsidiaries’ officers and directors not the Company permit any Subsidiary or their respective representatives to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectlysolicit, initiate, solicit or knowingly, encourage or facilitate (including by way of furnishing informationnon-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal or offer with respect to the direct that constitutes, or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would could reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating lead to, an Acquisition Proposal or (CB) otherwise cooperate have any discussions (other than to state that the Company is not permitted to have discussions) or participate in any way withnegotiations regarding an Acquisition Proposal, or assist execute or participate inenter into any agreement, facilitate understanding or encouragearrangement with respect to an Acquisition Proposal, or approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or any effort agreement, understanding or attempt by arrangement relating to an Acquisition Proposal. For purposes of this Agreement, “Acquisition Proposal” means any proposal or offer (whether or not binding) from any person or group (other Person than Parent and its affiliates) relating to do any direct or seek to do any indirect acquisition or purchase of 15% or more of the foregoing; provided, however, that if the Board assets of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives maythe Subsidiaries, in response to taken as a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constituteswhole, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach 15% or more of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect any class of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information equity securities of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours andany Subsidiary then outstanding, any tender offer or exchange offer that if consummated would result in any eventperson beneficially owning 15% or more of any class of equity securities of the Company or any Subsidiary then outstanding, prior to taking and any action merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the transactions contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the consolidated assets (xincluding without limitation stock of Subsidiaries) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or and its Subsidiaries representing Subsidiaries, taken as a whole, having an aggregate value equal to 15% or more of the consolidated assets market capitalization of the Company, or any purchase or sale of, or tender or exchange offer for, 15% or more of the equity securities of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (subject to Section 7.1(h)) accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company and the Company's Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly effect a Change in the Company Recommendation, or indirectly, (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, with respect to the actions contemplated by clauses (B) or (C), (i) otherwise cooperate the Company's Stockholders Meeting shall not have occurred, (ii) (x) in any way withthe case of clause (B) above, or assist or participate in, facilitate or encourage, any effort or attempt (I) such change is permitted by any other Person to do or seek to do any clause (y) of the foregoing; provided, however, that if second proviso of the first sentence of Section 5.1(b) or (II) the Company has received an unsolicited bona fide written Acquisition Proposal from a third party and the Company's Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined in Section 8.11) and (y) in the case of clause (C) above, the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the 's Board of Directors of the Company determines, concludes in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, faith that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, and which (iii) in the case of clause (C) above, prior to providing any information or data to any Person in connection with an Acquisition Proposal did not result by any such Person, the Company's Board of Directors receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including containing terms at least as stringent as those contained in respect of standstill provisions) Section 5.2 and (2iv) engage in the case of clause (C) above, prior to providing any information or data to any Person or entering into discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any LawPerson, the Company shall notifies Parent promptly provide of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to Parent be initiated or continued with, any non-public information that is provided to the Person making such Acquisition Proposal or of its representatives which was not previously provided to Parent indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or Merger Suboffers. The Company agrees that it will promptly keep Parent informed of the status and its Subsidiaries terms of any such proposals or offers and the status and terms of any such discussions or negotiations. The Company agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possessionProposal. The Company agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.4. Nothing in this Section 5.4 shall also promptly (within 24 hours and, x) permit Parent or the Company to terminate this Agreement (except as specifically provided in any event, prior to taking any action contemplated by clause (1Article VII hereof) or (2y) affect any other obligation of Parent or the Company under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall not, (ii) it shall cause of the Company or its Subsidiaries and its Subsidiaries’ officers and directors not toshall, and (iii) it that the Company shall use its reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, initiate or solicit or knowingly, encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the its Subsidiaries whose assets, securities or other ownership interests of individually or in the Company or its Subsidiaries representing 15aggregate, constitute 20% or more of the consolidated assets of the Company, or any purchase or sale of 20% or more of the consolidated assets (including without limitation stock of Subsidiaries) of the Company and its Subsidiaries Subsidiaries, taken as a whole, or (z) any other transaction purchase or sale of, or tender or exchange offer for, 20% or more of the consummation equity securities of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by Parent, Merger Sub or any of their affiliates) being hereinafter referred to as an (“"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (Bincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in (i) have any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any confidential information or data to, to any Person relating toto an Acquisition Proposal, (ii) engage in any negotiations concerning an Acquisition Proposal or (Ciii) otherwise cooperate in grant any way with, waiver or assist release under any standstill or participate in, facilitate similar agreement with respect to any class of equity securities of the Company or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; its Subsidiaries, provided, however, that the Company may waive any provision in such standstill or similar agreement which has the effect of prohibiting direct communication relating to a proposal between such third party and the Company's Board of Directors or executive officers, and provided, further, that such waiver or release was made without prior solicitation or negotiation by the Company or its directors, officers, employees, agents or representatives. Notwithstanding anything in this Agreement to the contrary, the Company or its Board of Directors shall be permitted to (1) at any time prior to the time at which the Company's Shareholder Approval shall have been obtained, engage in discussions or negotiations with a third party who seeks, without prior solicitation by or negotiation with the Company or its directors, officers, employees, agents or representatives, to initiate such discussions or negotiations and may furnish such third party information concerning the Company and its business, properties, and assets if, and only to the extent that (A) the Board of Directors has determined, in their reasonable judgment, that such discussions may reasonably lead to a Superior Proposal, and (B) prior to furnishing such information to, or entering into discussions with, such third party, the Company receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature and the Company promptly notifies Parent of its intention to provide information to a third party; and (2) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Except as set forth below, neither the Board of Directors of the Company nor any committee thereof may (i) effect a Change in the Company Recommendation, (ii) approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any of its Subsidiaries to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time at which the Company Shareholders Approval has been obtained, in response to an Acquisition Proposal from a third party, if the Board of Directors of the CompanyCompany determines, in good faithits reasonable judgment, and after consultation with outside counsel its financial advisor, that such Acquisition Proposal is a Superior Proposal, the Board of Directors of the Company or any committee thereof may, subject to payment of the Company Termination Fee set forth in Section 7.2(b) if and financial advisorswhen applicable: (i) enter into a definitive agreement with respect to such Acquisition Proposal or (ii) effect a Change of the Company Recommendation and approve or recommend such Acquisition Proposal, determines that but in each case referred to in the failure foregoing clauses (i) and (ii), only if the Company notifies Parent, in writing and at least 72 hours prior to taking any such action, promptly of its intention to take such action would be reasonably likely to result in a breach action, specifying the material terms of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written such Acquisition Proposal and identifying the Person making such Acquisition Proposal, and Parent does not make, within 72 hours of receipt of such written notification, an offer that the Board of Directors of the Company determines, in good faith, faith after consultation with outside counsel and its financial advisors, constitutes, or would reasonably be expected is at least as favorable to lead to, a Superior the stockholders of the Company as such Acquisition Proposal, and which it being understood that the Company shall not enter into any binding agreement with respect to such Acquisition Proposal did not result from a breach prior to the expiration of this such 72-hour period. (b) In addition to the notification required under the final sentence of Section 6.4(a5.4(a), the Company shall notify Parent promptly (1but in no event later than 24 hours) provide access after receipt by the Company (or furnish information any of its advisors) of any inquiry relating to any potential Acquisition Proposal and the terms of such proposal or inquiry, including the identity of the person and its affiliates making the same, that it may receive in respect of any such transaction, and shall keep Parent informed on a current basis with respect to any significant developments with respect to the foregoing. The Company shall, and shall cause its Subsidiaries to and the Person making such Acquisition Proposal (advisors, employees and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right other agents of the Company to withhold information where such disclosure would contravene and any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and of its Subsidiaries will, and will cause their respective agents and representatives to, cease immediately cease and cause to be terminated any and all existing activities, discussions or negotiations negotiations, if any, with any Persons third party conducted heretofore prior to the date hereof with respect to any Acquisition Proposal and will require that shall use its reasonable best efforts to cause any such Person shall promptly party (or its agents or advisors) in possession of confidential information about the Company that was furnished by or on behalf of the Company to return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making all such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoinformation.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its subsidiaries nor any of its respective officers and directors shall not, (ii) it shall cause its Subsidiaries and its Subsidiaries’ or the officers and directors of any of its subsidiaries shall, and it shall direct and use all reasonable best efforts to cause its employees and agents, including any investment banker, attorney or accountant retained by it or by any of its subsidiaries (collectively, its “Representatives”) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglyencourage, encourage directly or facilitate (including by way of furnishing information) indirectly, any inquiries or the making or implementation of any proposal or offer with respect Acquisition Proposal, or, except to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines extent that the failure to take such action would be reasonably likely to result in a breach board of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors directors of the Company determines, in good faith, after consultation with its outside counsel financial and financial legal advisors, constitutesthat such action is required in order for the board of directors of the Company to comply with its fiduciary duties, engage in any negotiations concerning, or would provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal or otherwise facilitate any effort or attempt to implement or make an Acquisition Proposal (and in any event, the Company shall not provide any confidential information or data to any Person in connection with an Acquisition Proposal unless such person shall have executed a confidentiality agreement on terms at least as favorable as those contained in the Confidentiality Agreement). “Acquisition Proposal” means any proposal or offer with respect to the following involving the Company or any of its Significant Subsidiaries: (1) any merger, consolidation, share exchange, business combination or other similar transaction; (2) any sale, lease, exchange, pledge, transfer or other disposition of 30% or more of its consolidated assets or liabilities in a single transaction or series of transactions; (3) any tender offer or exchange offer for 30% or more of the outstanding shares of its capital stock; or (4) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing, other than the Merger provided for in this Plan. Notwithstanding anything in this Plan to the contrary, the Company shall (i) promptly advise PNC, orally and in writing, of (A) the receipt by it (or any of the other persons referred to above) of any Acquisition Proposal, or any inquiry which could reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereofProposal, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and (B) the material terms and conditions thereofof such proposal or inquiry (whether written or oral), and will (C) the identity of the person making any such proposal or inquiry and (ii) keep Parent promptly the other party hereto fully informed of the status and reasonably apprised details of any related material developments, discussions such proposal or inquiry and negotiations related any developments with respect thereto. The Company shall use its reasonable best efforts to enforce any existing confidentiality or standstill agreements in accordance with the terms thereof.

Acquisition Proposals. Without limitation on any of such party's other obligations under this Agreement (a) The including under Article IV hereof), each of Parent and the Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the assets (xincluding stock of Subsidiaries) of such party and its Subsidiaries, taken as a whole, having an equity interest representing a 15% aggregate value equal to $5,000,000 or greater economic more, or voting interest in the Companyany purchase or sale of, (y) the assetsor tender or exchange offer for, securities or other ownership interests of or in the Company or its Subsidiaries representing 1510% or more of the consolidated assets equity securities of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement such party (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"). Each of Parent and the Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its reasonable best efforts to cause its and its Subsidiaries' employees, agents and representatives (Bincluding any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or (C) otherwise cooperate accept an Acquisition Proposal. Notwithstanding anything in any way withthis Agreement to the contrary, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Parent and its Board of Directors of shall be permitted to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Parent or the Company, in good faithas the case may be, and after consultation with outside counsel and financial advisorsshall promptly notify the other party of any such inquiries, determines that the failure to take proposals or offers received by, any such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutesinformation requested from, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making any such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations sought to be initiated or continued with, any of it or its Subsidiaries or with any of its or its Subsidiaries' officers, directors, employees, agents or other representatives indicating, in connection with such notice, the name of such Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherthe material terms and conditions of any inquiries, however, that, subject to proposals or offers. Each of Parent and the right Company agrees that it will promptly keep the other party informed of the Company to withhold information where status and terms of any such disclosure would contravene any Law, proposals or offers. Each of Parent and the Company shall promptly provide to Parent any non-public information agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries it will, and will cause their respective its officers, directors, employees, agents and other representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal Proposal. Each of Parent and the Company agrees that it will require that any such Person shall use reasonable best efforts to promptly return or destroy any confidential information inform its officers, directors, employees, agents and other representatives of the Company or its Subsidiaries obligations undertaken in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto5.5.

Acquisition Proposals. (a) The Company agrees that (i) it and its officers Subsidiaries, officers, directors, employees, agents and directors representatives (including any investment banker, attorney or accountant retained by it) shall not, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of (x) an any substantial portion of the assets of, or any equity interest representing a 15% securities of, or greater economic any transaction that would involve the transfer or voting interest in the Companypotential transfer of control of, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“"Acquisition Proposal”), (B") directly or indirectly, engage in and has terminated any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential the provision of information or data to, any Person (other than Parent) respecting an Acquisition Proposal. The Company further agrees that it and its Subsidiaries, officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it) shall not, directly or indirectly, provide any confidential information or data to any Person relating to, to or in contemplation of an Acquisition Proposal or (C) otherwise cooperate engage in any way with, negotiations or assist discussions relating to or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any in contemplation of the foregoingan Acquisition Proposal; provided, however, that if nothing contained in this Agreement shall prevent the Company or its Board of Directors of from (a) complying with Rule 14e-2 promulgated under the Company, in good faith, Exchange Act with regard to any Acquisition Proposal; and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties (b) if any only to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal extent that the Board of Directors of the Company determines, concludes in good faith, faith (after consultation having consulted with and considered the advice of outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which legal counsel) that such Acquisition Proposal did not would, if consummated, result from in a breach of this Section 6.4(a), (1) provide access or furnish information with respect transaction more favorable to the Company shareholders from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal being referred to in this Agreement as a "Superior Proposal"), until the Required Company Vote has been obtained, the Company may furnish or cause to be furnished confidential information or data and may participate in such negotiations and discussions but only if (i) the Company is not then in breach of its Subsidiaries obligations under this Section, (ii) (and only to the Person making extent that) the Board of Directors of the Company concludes in good faith (after having consulted with and considered the advice of outside legal counsel) that such action is necessary in order for its directors to comply with their respective fiduciary duties under applicable law and (iii) confidentiality arrangements on terms no less beneficial to the Company as those entered into by Parent are entered into with respect thereto. The Company will notify Parent immediately if any inquiries, proposals or offers respecting an Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that are received by, any such information or data is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in requested from, or any such discussions or negotiations are sought to be initiated or continued with, it or any such Persons indicating, in connection with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Lawnotice, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any name of such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereofof any proposals or offers, and will shall keep Parent apprised with respect to the status and terms thereof. The Company also will promptly request each Person that has heretofore executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries and reasonably apprised will not waive any "standstill" provision of any related material developmentssuch, discussions or any other, agreement. The Company shall provide Parent at least two business days advance notice of its intention to present to its Board of Directors or accept any Superior Proposal and negotiations related theretoshall provide Parent with a summary of the terms and conditions thereof. Notwithstanding the foregoing, none of the actions set forth on Schedule 5.4 shall constitute an Acquisition Proposal.

Acquisition Proposals. (a) The Company Without limiting New Core’s other obligations under this Agreement (including under Article VI hereof), New Core agrees that (i) from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article X, it and its officers and directors shall not, (ii) and it shall use its reasonable best efforts to cause its Subsidiaries officers, directors, employees, agents and its Subsidiaries’ officers and directors representatives (including any financial advisor, attorney or accountant retained by it) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of any New Core Acquisition Proposal (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (xas defined below), (yii) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in have any discussions or negotiations concerning, provide access to its properties or furnish with or provide access to its, books and records or any confidential information or data to, to any Person relating toto any New Core Acquisition Proposal, an or engage in any negotiations concerning any New Core Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement any New Core Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any New Core Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by other similar agreement related to any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written New Core Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach . (b) For purposes of this Section 6.4(a)Agreement, (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such “New Core Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or ” means any inquiry, proposal or offer that is reasonably likely from any Person with respect to lead to an Acquisition Proposal after (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving New Core, (B) any purchase or sale or other disposition of assets (including stock of its Subsidiaries) of New Core except as permitted under Section 6.1(f) of this Agreement, or (C) any purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the date hereofequity securities of New Core that, which notice shall include if consummated, would result in any Person (or the identity shareholders of such Person) beneficially owning securities representing 20% or more of the Person making total voting power of New Core (or of the surviving parent entity in such Acquisition Proposal transaction), including in the case of each of clauses (A) through (C), any single or multi-step transaction or series of related transactions (other inquiry, than a proposal or offer and the material terms and conditions made by RDSI, Merger Corp., Rurban or a Subsidiary thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto).

Acquisition Proposals. (a) The Company agrees that (i) neither it nor any Subsidiary nor any of the officers, directors and its officers and directors shall not, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not toemployees of the Company or any Subsidiary shall, and (iii) it that the Company shall use its reasonable best efforts to cause its and its the Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowingly, encourage or facilitate (including any investment banker, attorney or accountant retained by way of furnishing informationit or any Subsidiary) not to initiate or solicit any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisitiona merger, including by way of a reorganization, share exchange, tender offer, exchange offerconsolidation, merger, consolidation or other business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any Subsidiary to acquire all or a substantial part of (x) an equity interest representing a 15% the business or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests properties of or in the Company or its Subsidiaries representing 15any Subsidiary or 5% or more of the consolidated assets any capital stock of the Company and its Subsidiaries or any capital stock of any Subsidiary (z) other than a proposal or offer made by Parent, Merger Subsidiary or any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (xtheir Affiliates), (y) and (z), the transactions contemplated by this Agreement (any such inquiry, proposal or offer being hereinafter referred to as an (“Acquisition Proposal”).” The Company further agrees that neither it nor any Subsidiary nor any of the officers, directors and employees of it or the Subsidiaries shall, and that it shall cause its and the Subsidiaries’ agents and representatives (Bincluding any investment banker, attorney or accountant retained by it or any of the Subsidiaries) not to, directly or indirectly, (i) have any discussion with or provide any information or data to any Person relating to an Acquisition Proposal, or (ii) engage in any negotiations concerning an Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, and prior to the receipt of the required stockholder approval of the Merger, the Company, any Subsidiary, the Company Board or a committee of the Company Board and the Company’s and any Subsidiary’s officers, directors, employees, agents and representatives shall be permitted (i) to engage in discussions or negotiations concerningwith a third party who seeks, provide access without prior solicitation (other than solicitations occurring prior to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (Cthe date of this Agreement) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faithany Subsidiary or any of their directors, officers, employees, agents or representatives, to initiate such discussions or negotiations and after consultation with outside counsel and financial advisors, determines that the failure to take may furnish such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, third party information concerning the Company and its representatives maybusiness, properties, and assets if, and only to the extent that, in response to a bona fide written Acquisition Proposal that the Board of Directors of Proposal, (A) the Company determines, Board has determined in good faith, after consultation with outside counsel its legal and financial advisors, constitutesthat such discussions may reasonably lead to a Superior Proposal and (B) prior to furnishing such information to, or would reasonably be expected entering into discussions with, such third party, the Company receives from such third party an executed confidentiality agreement containing terms customary in transactions of such nature, and the Company notifies Parent of its intention to lead toprovide information to a third party one (1) Business Day prior to providing such information, and (ii) to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal. Except as set forth below, neither the Company Board nor any committee thereof may (i) effect a change in its recommendation to holders of the Company Common Stock because of receipt of an Acquisition Proposal, (ii) approve or recommend or propose publicly to approve or recommend an Acquisition Proposal or (iii) cause the Company or any Subsidiary to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal. Notwithstanding the foregoing, in response to a bona fide unsolicited written Acquisition Proposal from a third party that the Company Board determines in good faith, after consultation with its legal and financial advisors, is a Superior Proposal, the Company Board may change its recommendation and which may enter into a definitive agreement with respect to such Acquisition Proposal, but only if the Company notifies Parent, in writing of its intention to take such action at least two (2) Business Days prior to taking such action, specifying the material terms of such Superior Proposal and identifying the Person making such Superior Proposal, and if Parent does not make, within two (2) Business Days of receipt of such written notification, an offer that the Company Board determines, in good faith after consultation with its legal and financial advisors, is at least as favorable to the stockholders of the Company as such Superior Proposal, it being understood that the Company shall not change its recommendation as a result of such Superior Proposal or enter into any binding agreement with respect to such Superior Proposal prior to the expiration of such two (2) Business Day period, and that the Company shall postpone or adjourn the Company Stockholders’ Meeting, as necessary, to accommodate the procedures set forth in this sentence. (c) In addition to the notification required under the final sentence of Section 6.3(b), the Company shall notify Parent promptly after receipt by the Company (or any of its advisors) of any inquiry relating to any potential Acquisition Proposal did not result from and the terms of such proposal or inquiry, including the identity of the Person and its Affiliates making the same, that it may receive in respect of any such transaction, and shall keep Parent informed on a breach of this Section 6.4(a), (1) provide access or furnish information current basis with respect to any significant developments with respect to the foregoing. (d) The Company shall, and its shall cause the Subsidiaries to and the Person making such Acquisition Proposal (officers, directors, advisors, employees, representatives and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right other agents of the Company to withhold information where such disclosure would contravene any Law, and the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons third parties conducted heretofore prior to the date hereof with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoProposal.

Acquisition Proposals. (a) The Company Each of Nara and Center Financial agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15or any purchase or sale of 20% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the Company and total voting power of it (or of the surviving parent entity in such transaction) or of any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other Party or an affiliate thereof) being hereinafter referred to as an (“Acquisition Proposal”), (Bii) directly have any discussions with or indirectlyprovide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any discussions negotiations concerning an Acquisition Proposal, or negotiations concerningknowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, provide access or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. (b) (i) Notwithstanding the foregoing, the board of directors of each Party shall be permitted, prior to its properties or furnish respective meeting of stockholders to be held pursuant to Section 5.1, and subject to material compliance by such Party with the other terms of this Section 5.4 and to such Party first entering into a confidentiality agreement with the Person making the Acquisition Proposal described below having provisions that are no less favorable to such Party than those contained in the Confidentiality Agreement, to engage in discussions and negotiations with, or provide access to its, books and records or any confidential nonpublic information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other such Person to do or seek to do any first made after the date of the foregoing; provided, however, that if the Board this Agreement which such Party’s board of Directors of the Company, directors concludes in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be faith constitutes or is reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company IPC agrees that neither it nor any of its subsidiaries nor any of the officers and directors of it or its subsidiaries shall, and that it shall cause (and use commercially reasonable efforts to instruct) its and its subsidiaries’ employees, agents, representatives and advisors (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, directly or indirectly: (i) it and its officers and directors shall not, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or facilitate (including by way of furnishing providing information) any inquiries effort or the making of attempt to make or implement any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offeran amalgamation, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% its subsidiaries or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1510% or more of the consolidated assets (including stock of its subsidiaries) of it and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 10% or more of its total voting power (or of the Company and surviving entity in such transaction) or the voting power of any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by Validus) being hereinafter referred to as an (“Acquisition Proposal”); (ii) have, (B) directly participate or indirectly, otherwise engage in any discussions or negotiations concerning, provide access to its properties or furnish with or provide access to its, books and records or any confidential information or data toto any person relating to an Acquisition Proposal; (iii) approve or recommend, or propose to approve or recommend, any Person relating to, an Acquisition Proposal or submit to the vote of its shareholders any Acquisition Proposal prior to the termination of this Agreement; or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase or attempt by share exchange agreement, option agreement or other similar agreement related to any other Person to do or seek to do Acquisition Proposal; provided that IPC, its officers and directors, any of its subsidiaries and any of the foregoing; providedofficers and directors of its subsidiaries may, howeverand IPC and its subsidiaries may cause their respective employees, that agents, representatives and advisors (including any investment banker, attorney or accountant retained by it or any of its subsidiaries), to, directly or indirectly, if the Board board of Directors directors of the CompanyIPC, in good faith, and after consultation with its outside legal counsel and financial advisors, determines concludes in good faith that the failure to take such action would be is reasonably likely to result be required in a breach order for the directors to comply with their fiduciary duties under applicable Law and so long as IPC, its officers and directors, its subsidiaries and its officers and directors and their respective employees, agents, representatives and advisors (including any investment banker, attorney or accountant retained by it or any of its fiduciary duties subsidiaries) shall have complied with Section 5.5(c), participate or otherwise engage in discussions or negotiations with or furnish confidential information or data to persons relating to an Acquisition Proposal; provided, further that (A) prior to participating or otherwise engaging in any such discussions or negotiations or furnishing such confidential information or data IPC has entered into a confidentiality agreement with such person on terms not less restrictive in the aggregate to such person than the provisions of the Confidentiality Agreement are to Validus and its subsidiaries and their respective personnel and representatives and (B) all such information or data has previously been provided or made available to Validus or its representatives or is provided or made available to Validus or its representatives prior to or substantially concurrent with the time it is provided to such person. (b) IPC agrees that, subject to Section 5.5(d), it shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it shall not, and shall not permit any of its subsidiaries to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its subsidiaries is a party with respect to any Acquisition Proposal. IPC agrees that it shall use its commercially reasonable efforts to promptly inform its and its subsidiaries’ respective directors, officers, employees, agents, representatives and advisors of the obligations undertaken in this Section 5.5. IPC also agrees that it will promptly request each third party that has executed a confidentiality agreement prior to the Companydate of this Agreement (other than any third party listed in Section 5.5(b) of the IPC Disclosure Letter) in connection with such third party’s shareholders consideration of a transaction involving IPC or any of its subsidiaries (or any portion thereof) to return or destroy all confidential information heretofore furnished to such third party or its representatives by or on behalf of IPC or any of its subsidiaries. (c) IPC shall promptly notify Validus of any (i) Acquisition Proposal, (ii) request for information that could reasonably be expected to be related to an Acquisition Proposal received by it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), and (iii) request that could reasonably be expected to be related to an Acquisition Proposal for discussions with or negotiations by, it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), indicating, in connection with such notice, the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including a copy thereof and any related available documentation and correspondence), and in any event IPC shall provide written notice to Validus of any Acquisition Proposal, request for information or request for such discussions or negotiations within 24 hours of such event. IPC will (A) inform the person making such Acquisition Proposal, request for information or request for discussions or negotiations of its obligations under applicable Lawthis Agreement and (B) keep Validus reasonably informed on a reasonably current basis of the terms of any such Acquisition Proposal or request for information or request for discussions or negotiations (including whether such Acquisition Proposal or request for information or request for discussions or negotiations is withdrawn and any material change to the terms thereof). (d) Notwithstanding anything in this Agreement to the contrary, then if, at any time prior to obtaining the acceptance for payment of Shares pursuant to the OfferRequired IPC Vote, the Company and its representatives may, in response to board of directors of IPC concludes that a bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a5.5 could be reasonably likely to constitute a Superior Proposal (after giving effect to all the adjustments to this Agreement which may be offered by Validus prior to or during the Notice Period), the board of directors of IPC may make a Change in IPC Recommendation; provided that the board of directors of IPC may not make a Change in IPC Recommendation unless (1i) provide access or furnish information with respect IPC has provided a written notice to Validus (a “Notice of Superior Proposal”) advising Validus that it has received an Acquisition Proposal that could be reasonably likely to constitute a Superior Proposal and specifying the Company and its Subsidiaries to identity of the Person person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement material terms thereof (including in respect of standstill provisionsa copy thereof and any related available documentation and correspondence) and (2ii) engage Validus does not, within five business days following its receipt of the Notice of Superior Proposal (the “Notice Period”), make an offer that, as determined in discussions or negotiations good faith by the board of directors of IPC after consultation with its outside legal counsel and financial advisors, results in the Person making such applicable Acquisition Proposal no longer being a Superior Proposal (provided that, during the Notice Period, IPC shall, and shall cause its outside legal counsel and its representatives) regarding such Acquisition Proposal; provided furtherfinancial advisors to, however, that, subject negotiate in good faith with Validus (to the right of the Company extent Validus desires to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore negotiate) with respect to such proposal). The parties understand and agree that to comply with this Section 5.5(d) any Acquisition revisions to the terms of such Superior Proposal which, individually or in the aggregate, would be material when considering such Superior Proposal in its totality, shall require IPC to deliver to Validus a new Notice of Superior Proposal and will require that any such Person shall promptly return or destroy any confidential information the commencement of the Company or its Subsidiaries a new Notice Period. (e) Nothing contained in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)5.5 shall prohibit IPC from (i) notify Parent of complying with Rule 14d-9 or 14e-2 promulgated under the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely Exchange Act to lead the extent applicable with regard to an Acquisition Proposal after (provided that, in the date hereofcase of an Acquisition Proposal made by way of a tender offer or exchange offer, which notice any failure by IPC or its board of directors to recommend that the shareholders of IPC reject such offer within the time period specified in Rule 14e-2(a) shall include the identity be deemed to be a Change in IPC Recommendation), or making any legally required disclosure to its shareholders with regard to an Acquisition Proposal (provided that any disclosure (other than a “stop, look and listen” or similar communication of the Person making such Acquisition Proposal type contemplated by Rule 14d-9(f) under the Exchange Act) made pursuant to Rule 14d-9 or other inquiry, proposal or offer 14e-2(a) shall be deemed to be a Change in IPC Recommendation unless the board of directors of IPC expressly reaffirms its recommendation to its shareholders in favor of approval of this Agreement and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised transactions contemplated hereby) or (ii) informing any person of any related material developments, discussions and negotiations related theretothe existence of the provisions contained in this Section 5.5.

Acquisition Proposals. (a) The Company Each of Globespan and Virata agrees --------------------- that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable commercial efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% its Significant Subsidiaries, or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (z) other than a proposal or offer made by any other transaction the consummation of which would reasonably be expected party to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebyan Affiliate thereof), other than, in the case of clauses (xan "Acquisition Proposal"), (yii) and (z), the transactions contemplated by this Agreement (have any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any -------------------- confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; provided, however, that if the Board of Directors of the Company, foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties this Agreement to the Company’s shareholders contrary, each of Globespan and Virata (and their respective Boards of Directors) shall be permitted to (i) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under applicable Lawthe Exchange Act) with regard to an Acquisition Proposal, then at any time prior to (ii) effect a Change in the acceptance for payment of Shares pursuant to Globespan Recommendation or a Change in the OfferVirata Recommendation, as the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutescase may be, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2iii) engage in discussions or negotiations with with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the Person making extent that, in any such case referred to in clause (ii) or (iii), (A) in the case of Globespan, the Globespan Stockholders Meeting shall not have occurred, or in the case of Virata, the Virata Stockholders Meeting shall not have occurred, (B) (I) in the case of clause (ii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal and (and II) in the case of clause (iii) above, its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right Board of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information Directors concludes in good faith that there is provided to the Person making a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, (C) in the case of clause (ii) or (iii) above, its representatives which was not previously provided Board of Directors, after consultation with outside counsel, determines in good faith that it is required to Parent do so in the exercise of its fiduciary duties under applicable law, (D) prior to providing any information or Merger Subdata to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are at least as restrictive to such Person as the comparable provisions contained in the Confidentiality Agreement, and (E) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies the other party promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. The Company Each of Globespan and its Subsidiaries Virata agrees that it will promptly keep each other reasonably informed of the status and terms of any inquiries, proposals or offers and the status and terms of any discussions or negotiations, including the identity of the party making such inquiry, proposal or offer. Each of Globespan and Virata agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal Proposal. Each of Globespan and Virata agrees that it will require that any such Person shall use reasonable commercial efforts to promptly return or destroy any confidential information inform its directors, officers, key employees, agents and representatives of the Company obligations undertaken in this Section 6.5. Nothing in this Section 6.5 shall (x) permit Globespan or its Subsidiaries Virata to terminate this Agreement (except as specifically provided in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1Article VIII hereof) or (2y) affect or limit any other obligation of Globespan or Virata under this Section 6.4(aAgreement except as specifically provided in Sections 6.1(b) and 6.1(c)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company agrees that will (i) it and will direct and use its officers and directors shall not, (ii) it shall reasonable best efforts to cause its Subsidiaries and its Subsidiaries’ officers Affiliates and directors not toeach officer, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not todirector, in each case (A) directly or indirectlyemployee, initiateagent, solicit or knowingly, encourage or facilitate representative (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisitionaccountants, including by way of a tender offerattorneys and investment bankers), exchange offer, merger, consolidation or other business combination, intermediaries of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or any of its Affiliates or Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z)collectively, the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition ProposalRepresentatives”), (Bto) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons Person conducted heretofore with respect to any Acquisition Proposal and will require that or any proposal, discussion, negotiation, inquiry or request for information received by the Company or any such Affiliate, Subsidiary or Representatives with respect to any Acquisition Proposal. In addition, the Company shall promptly request that each such Person shall promptly return or destroy any all confidential information heretofore furnished to such Person by or on behalf of the Company. The Company and its Subsidiaries will promptly inform the parties referred to in the first sentence of this paragraph (including the Representatives) of the obligations undertaken by the Company in this Section 7.2. (b) The Company will not (and will use its reasonable best efforts to cause its Affiliates, Subsidiaries and Representatives, not to), directly or indirectly, initiate or knowingly solicit, encourage or otherwise facilitate (including by way of furnishing confidential information) the making of any inquiry, proposal or offer, with respect to (i) any merger, reorganization, share exchange, business combination, recapitalization, consolidation, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of the assets or equity securities of the Company or any of its Subsidiaries Subsidiaries, in each case comprising 20% or more in value of the Company and its possession. Subsidiaries, taken as a whole, in a single transaction or series of related transactions, or (iii) any purchase or sale of, or tender offer or exchange offer for, 20% or more of the voting power or outstanding shares of Company Common Stock (any such proposal or offer (other than a proposal or offer by Parent) being hereinafter referred to as an “Acquisition Proposal”). (c) The Company shall also promptly not (within 24 hours andand shall use its reasonable best efforts to cause its Affiliates, Subsidiaries and Representatives not to) directly or indirectly, (i) participate in or engage in any negotiations concerning, or provide, furnish or make available, any nonpublic information or data to, any Person relating to an Acquisition Proposal or potential Acquisition Proposal, or solicit, knowingly encourage or facilitate any effort or attempt to make or implement an Acquisition Proposal, (ii) withdraw, amend or modify, or publicly propose to withdraw, amend or modify, the Company Board Recommendation, (iii) approve, recommend, endorse or resolve to approve, recommend or endorse an Acquisition Proposal, (iv) enter into any letter of intent or similar document contemplating, or enter into any agreement with respect to, an Acquisition Proposal or (v) publicly announce the intention to take, any of the actions prohibited by (i) through (iv) above; provided, however, that nothing contained in this Section 7.2 shall prevent the Company Board or its Representatives from, prior to obtaining the Company Requisite Vote, (x) furnishing information to a third party and its Representatives in response to an unsolicited written Acquisition Proposal by such third party pursuant to a customary confidentiality agreement with terms and conditions that are no less favorable to the Company than those set forth in the Confidentiality Agreement (provided that such confidentiality agreement may not include any provision granting any such Person or group an exclusive right to negotiate with the Company) (an “Acceptable Confidentiality Agreement”) or (y) after receiving an executed Acceptable Confidentiality Agreement, engaging in discussions or negotiations with such third party and its Representatives with respect to such Acquisition Proposal, in any eventeither case, if, and only if (A) the Company has not intentionally and materially breached this Section 7.2, including, without limitation, Section 7.2(g), (B) prior to taking such action, the Company Board concludes in good faith (after consultation with its financial advisor and outside counsel) that such unsolicited bona fide written Acquisition Proposal is a Superior Proposal or is likely to result in a Superior Proposal and (C) prior to taking such action, the Company Board concludes in good faith (after consultation with its financial advisor and outside counsel) that failing to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under Delaware Law. (d) Following the receipt of an unsolicited written Acquisition Proposal, the Company may (i) withdraw, modify or amend in a manner adverse to Parent the Company Board Recommendation in connection with such Acquisition Proposal, and/or (ii) terminate this Agreement to enter into a definitive agreement with respect to such Acquisition Proposal, in either case, if, and only if, prior to taking such particular action, (A) the Company has not intentionally and materially breached this Section 7.2, including, without limitation, Section 7.2(g), (B) the Company Requisite Vote shall not have been obtained, (C) the Company Board concludes in good faith (after consultation with its financial advisor and outside counsel) that such Acquisition Proposal is a Superior Proposal, and (D) the Company Board concludes in good faith (after consultation with its financial advisor and outside counsel) that failing to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under Delaware Law; provided, however, that the Company may not terminate this Agreement pursuant to clause (ii) above, and any purported termination pursuant to clause (ii) above shall be void and of no force or effect, unless in advance of, or concurrently with, such termination, the Company pays the Company Termination Fee in the manner provided for in Section 9.5(b); provided, further, that neither the Company nor the Company Board may terminate this Agreement pursuant to Section 9.4(b), until at least three (3) Business Days (provided that there are at least three (3) Business Days before the date scheduled for the Company Stockholders Meeting) have passed following Parent’s receipt of written notice from the Company advising Parent that the Company Board has received such a Superior Proposal which it intends to accept (it being understood and agreed that any amendment to the amount or form of consideration of the Superior Proposal shall require a new notice and a new two (2)-Business Day period (provided that there are at least two (2) Business Days before the date scheduled for the Company Stockholders Meeting)), specifying the terms and conditions of such Superior Proposal, and Parent does not irrevocably undertake to make such adjustments to the terms and conditions of this Agreement such that the Acquisition Proposal would no longer constitute a Superior Proposal. The Company shall, upon the request of Parent, negotiate in good faith with Parent to make any such adjustments, and the Company Board shall promptly consider in good faith (in consultation with its outside counsel and financial advisor) any such adjustments irrevocably proposed by Parent. (e) Notwithstanding Section 7.2(d) above, the Company may withdraw, modify or amend in a manner adverse to Parent the Company Board Recommendation other than in connection with an Acquisition Proposal (it being understood and agreed that any change of Company Board Recommendation proposed in relation to an Acquisition Proposal may only be made pursuant to and in accordance with the terms of 7.2(d) above), if, and only if, prior to taking such action, (A) the Company Requisite Vote shall not have been obtained, (B) a material fact, event, change, development or set of circumstances occurs after the date of this Agreement that was not known to or was not reasonably foreseeable by the Company Board as of or prior to the date of this Agreement, (C) the Company Board concludes in good faith (after consultation with its financial advisor and outside counsel) that failing to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under Delaware Law; (D) the Company shall have given Parent at least three (3) Business Days’ prior written notice of its intention to take such action (provided that there are at least three (3) Business Days before the date scheduled for the Company Stockholders Meeting) (which notice shall include a written explanation of the Company Board’s basis and rationale for proposing to effect such withdrawal, modification or amendment to the Company Board Recommendation) and (E) Parent has not irrevocably undertaken to make such adjustments to the terms and conditions of this Agreement that would obviate the need for the Company to effect such withdrawal, modification or amendment to the Company Board Recommendation. The Company shall, upon the request of Parent, negotiate in good faith with Parent to make any such adjustments, and the Company Board shall promptly consider in good faith (in consultation with its outside counsel and financial advisor) any such adjustments irrevocably proposed by Parent. For the purposes of this Agreement, the Company acknowledges and agrees that (x) the FDA Approval of Augment (and developments supporting or potentially leading to the FDA Approval of Augment) are reasonably foreseeable and (y) the consideration contemplated by clause this Agreement and the CVR Agreement is designed to compensate Company stockholders upon FDA Approval of Augment. (f) Nothing in this Agreement shall prohibit the Company or the Company Board from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act; provided, however, that neither the Company nor the Company Board may make withdraw, modify or amend in a manner adverse to Parent the Company Board Recommendation other than in accordance with Section 7.2(d) or Section 7.2(e); provided, further, any public disclosure related to an Acquisition Proposal, other than a “stop, look and listen” communication of the type contemplated by Section 14d-9(f) of the Exchange Act, shall be deemed to be in a change of Company Board Recommendation unless the Company Board expressly publicly reaffirms the Company Board Recommendation in such communication. (g) Neither the Company nor the Company Board shall exempt any Person from the restrictions on takeover offers, business combinations, control share acquisitions, fair price, moratorium or other similar provisions contained in the DGCL, including Section 203 thereof (or any similar provisions), or otherwise cause such restrictions not to apply (including without limitation by approving a Person becoming an “interested shareholder” within the meaning of Section 203 of the DGCL). (h) The Company will promptly (and in any event within one (1) or (2) of this Section 6.4(a)Business Day) notify Parent of the receipt in writing, of any Acquisition Proposal or the existence of any inquiryproposal, proposal discussion, negotiation, inquiry or offer that request for information received by the Company with respect to any Acquisition Proposal, and any terms and conditions thereof (and shall promptly (and in any event within one (1) Business Day of receipt thereof) provide to Parent copies of any written materials (including electronic materials) received by the Company in connection therewith), including any financing commitments relating thereto (and where no copy is reasonably likely to lead to an available, a description of such Acquisition Proposal after the date hereofProposal, which notice shall include proposal, inquiry or request for information), and the identity of the Person making such Acquisition Proposal Proposal, proposal, inquiry or request for information or with whom such discussions or negotiations are taking place. The Company will provide to Parent any nonpublic information concerning the Company that it intends to deliver to any other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Person that was not previously provided to Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretocontemporaneously with providing such information to such other Person.

Acquisition Proposals. (a) The Each of Parent and Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall commercially reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (xother than any such transaction permitted by Section 4.1(e) an equity interest representing a 15% or greater economic or voting interest (f) in the Companycase of Parent, (yand Section 4.2(f) the assets, securities or other ownership interests of or in the Company case of Company) or its Subsidiaries representing 15any purchase or sale of 25% or more of the consolidated assets (including, without limitation, stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 25% or more of its total voting power (or of the Company and its Subsidiaries or (zsurviving parent entity in such transaction) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an (“Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or otherwise approve, endorse or recommend any Acquisition Proposal, or propose or agree to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, either party to this Agreement or its respective Board of Directors shall be permitted to (A) to the extent applicable and being otherwise in compliance with this Section 5.4(b), comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, or make any disclosure that the Board of Directors may determine (after consultation with its outside legal counsel) is required to be made under applicable law, (B) directly effect a Change in Company Recommendation or indirectlya Change in Parent Recommendation (as applicable, a “Change in Recommendation”), and (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement, if and only to the extent that, (i) in any such case referred to in clause (B) or (C) otherwise cooperate above, (I) with respect to Company, the Required Company Vote has not been obtained or, with respect to Parent, the Required Parent Vote has not been obtained, (II) such party has complied in any way withall material respects with this Section 5.4, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the and (III) its Board of Directors of the CompanyDirectors, in good faith, and after consultation with its outside counsel and financial advisorslegal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; (ii) in the case of clause (B) above, (I) there has been a development, event or occurrence after the date of this Agreement (an “Occurrence”) as a result of which the Board of Directors, after consultation with its outside legal counsel and financial advisors, determines in good faith that failure to effect a Change in Recommendation would be inconsistent with its fiduciary duties under applicable law, (II) it has notified the other party to this Agreement, at least three (3) business days in advance of a date of its consideration of a resolution to effect a Change in Recommendation, and furnished to the other party to this Agreement any material information possessed by it with respect to such Occurrence (including, if the Occurrence is the receipt of an Acquisition Proposal from a third party, the material terms and conditions of such Acquisition Proposal, the identity of the party making such Acquisition Proposal and a copy of any relevant proposed transaction agreements with the party making such Acquisition Proposal and any other material documents received by it or its representatives in connection therewith), and (III) prior to effecting such a Change in Recommendation, it has (together with its financial and legal advisors) engaged in reasonable, good faith negotiations with the other party to this Agreement, and has considered in good faith, after consulting with its financial and legal advisors, any modifications to the terms and conditions of this Agreement proposed by the other party hereto to determine whether such modifications cause the Board of Directors to conclude that such Occurrence no longer requires a Change in Recommendation; or (iii) in the case of clause (C) above, its Board of Directors, after consultation with outside legal counsel and financial advisors, concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which prior to providing any information or data to any person in connection with an Acquisition Proposal did not result by any such person, its Board of Directors receives from a breach of this Section 6.4(a), (1) provide access or furnish such person an executed confidentiality agreement having provisions that are no less favorable to the party providing such information than those contained in the Confidentiality Agreement; provided that the provisions in such confidentiality agreement with respect to the Company and its Subsidiaries treatment of certain sensitive confidential information to ensure compliance with applicable antitrust laws may differ due to the Person nature of the person or entity making such Acquisition Proposal. (c) Each of Parent and Company shall notify the other party to this Agreement of any Acquisition Proposal received by, any information related to an Acquisition Proposal requested from, or any discussions with or negotiations by, it or any of its representatives, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal or request for information (including a copy thereof if in writing and any related available documentation or correspondence), and in any event each of Parent and Company shall provide written notice to the other party of any Acquisition Proposal, request for information or initiation of such discussions or negotiations within 48 hours of such event. Each of Parent and Company agrees that it will promptly keep the other party informed of the status and terms of any such Acquisition Proposal (including whether withdrawn or rejected), the status and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than nature of all information requested and delivered, and the Confidentiality Agreement (including in respect status and terms of standstill provisions) and (2) engage in any such discussions or negotiations negotiations, and in any event each of Parent and Company shall provide the other party with written notice of any material development thereto within 48 hours thereof. Each of Parent and Company also agrees to provide the Person other party hereto with copies of any written information that it provides to the third party making the request therefor within 24 hours of the time it provides such Acquisition Proposal information to such third party, unless the other party hereto (and its representativesi) regarding has already been provided with such Acquisition Proposalinformation or (ii) is restricted from receiving such information to ensure compliance with applicable antitrust laws; provided furtherthat in such case, however, that, subject to such party shall inform the right other party of the Company type of information to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is be provided to the Person third party making such Acquisition Proposal or its representatives which was not previously provided to the request. (d) Each of Parent or Merger Sub. The and Company and its Subsidiaries will, agrees that (i) it will and will cause its Subsidiaries, and its and their respective agents officers, directors, agents, representatives and representatives advisors to, cease immediately cease and cause to be terminated terminate any and all existing activities, discussions or negotiations with any Persons third parties conducted heretofore with respect to any Acquisition Proposal Proposal, and (ii) it will require not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of Parent and Company agrees that any such Person shall it will use commercially reasonable best efforts to promptly return or destroy any confidential information inform its and its Subsidiaries’ respective directors, executive officers and financial and legal advisors of the Company or its Subsidiaries obligations undertaken in its possessionthis Section 5.4. The Company shall also Each party shall, if it has not already done so, promptly (request, to the extent it has a contractual right to do so, that each person, if any, that has heretofore executed a confidentiality agreement within 24 hours and, in any event, the six months prior to taking any action contemplated by clause (1) or (2) the date of this Section 6.4(a)) notify Parent of the receipt Agreement in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information or data heretofore furnished to any person by or on behalf of it or any inquiryof its Subsidiaries. (e) Nothing in this Section 5.4 shall (x) permit either party to terminate this Agreement or (y) affect any other obligation of the parties under this Agreement. Neither party shall submit to the vote of its stockholders any Acquisition Proposal other than the Merger prior to the termination of this Agreement. (f) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal which the Board of Directors of Parent or Company, as the case may be, concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account the legal, financial, regulatory, timing and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation): (i) is more favorable to the stockholders of Parent or offer that Company, as the case may be, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by Parent or Company, as the case may be, in response to such Acquisition Proposal) and (ii) is fully financed or reasonably capable of being fully financed, reasonably likely to lead to an receive all required governmental approvals on a timely basis and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of “Superior Proposal,” the term Acquisition Proposal after shall have the date hereofmeaning assigned to such term in Section 5.4(a), which notice except that the reference to “15% or more” in the definition of “Acquisition Proposal” shall include be deemed to be a reference to “a majority” and “Acquisition Proposal” shall only be deemed to refer to a transaction involving Parent or Company, as the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretocase may be.

Acquisition Proposals. (a1) The Company agrees that (i) it and its Neither the Parent nor the Sub or any of their respective officers and directors shall notshall, and the Parent and Sub will cause their respective employees, agents and representatives (iiincluding, without limitation, any investment banker, attorney or accountant retained by the Parent or Sub) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not tosolicit, in each case (A) directly initiate or indirectly, initiate, solicit or knowingly, encourage or facilitate (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate (including, without limitation, any amendment, modification or termination, or any agreement to do any of the foregoing, to the Rights Agreement or any redemption of rights issued thereunder) any inquiries or the making of submission or any proposal or offer with respect from any Person relating to the direct an Acquisition Proposal (as defined below) involving Parent, Sub or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent Parent Subsidiary or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage participate in any discussions or negotiations concerningregarding any such Acquisition Proposal; provided, provide access however, that subject to its properties compliance with this Section 6.1(b), the Parent, the Sub and their respective directors and officers may participate in any discussions or negotiations regarding, furnish or provide access to its, books and records or any confidential information or data with respect to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; providedseek, howeveran Acquisition Proposal, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties solely to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal extent that the Board of Directors of the Company determinesParent or Sub, as applicable, determines in good faith, after consultation that such actions are necessary in order for the Board of Directors of Parent or Sub, as applicable, to comply with outside counsel and financial advisors, constitutes, its fiduciary obligations under applicable law in response to an Acquisition Proposal or would reasonably be expected material modification to lead to, a Superior an Acquisition Proposal, and which Acquisition Proposal did or material modification was made after the date hereof and was not result from a breach of this Section 6.4(a)solicited after the date hereof. As used herein, (1) provide access or furnish information the term "Acquisition Proposal" means, with respect to a particular Person, a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of all or any significant portion of the Company and its Subsidiaries to the Person making assets or any equity securities of, or any tender offer or exchange offer for shares of any class of equity securities of, such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Person. The transactions contemplated by this Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such shall not be deemed an Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company Parent and its Subsidiaries will, and Sub will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that notify Purchaser promptly if any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal is received by, any such information is requested from, or other inquiryany such negotiations or discussions are sought to be instituted or continued with, proposal the Parent or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoSub.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause permit its and its Subsidiaries’ employees, agents and representatives not (including any investment banker, attorney, consultant or accountant (“Representatives”) retained by it or any of its Subsidiaries) on its behalf to, in each case (A) directly or indirectly, initiate, solicit or knowingly, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer from any Person or group of Persons other than Parent or its affiliates, with respect to the direct or indirect acquisition, including by way of to: (i) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, plan of liquidation or similar transaction involving the Company; (xii) an equity interest representing a any purchase of 15% or greater economic or more of any class of voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing Subsidiaries; or (iii) any purchase or sale of 15% or more of the equity interest in the Company or the consolidated assets (on a book value basis) of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebySubsidiaries, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement taken as a whole (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall not permit its and its Subsidiaries’ Representatives to, (Bi) directly or indirectly, engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential or non-public information or data to, any Person relating to, to an Acquisition Proposal or Proposal; (Cii) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, knowingly encourage any effort or attempt by to make or implement an Acquisition Proposal; (iii) approve, recommend, agree to or accept, or propose to approve, recommend, agree to or accept any Acquisition Proposal; (iv) approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other Person similar agreement related to do any Acquisition Proposal; (v) withdraw, modify, qualify or seek change the Recommendation or (vi) resolve, propose or agree to do any of the foregoing; provided. The Company agrees that it, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated terminated, and it will not permit its Representatives to continue, any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal (except with respect to the transactions contemplated by this Agreement). (b) Nothing contained in this Agreement shall prevent the Company or the Company Board from (x) complying with its disclosure obligations under Sections 14d-9 and will require 14e-2 of the Exchange Act with regard to an Acquisition Proposal so long as any action taken or statement made to so comply does not include a withdrawal, modification, qualification or change of the Recommendation in a manner adverse to Parent that is made in contravention of Section 7.3(b) (provided, however, that any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act shall not be deemed to be a withdrawal, modification, qualification or change of the Recommendation in a manner adverse to Parent) and (y) at any time prior to, but not after, the conditions set forth in Section 8.1(a) has been satisfied, and as long as there has not been a material or intentional failure to comply with any of the obligations under this Section 7.2 with respect to the applicable Acquisition Proposal (A) providing information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from the Person so requesting such information an executed confidentiality agreement on terms no less restrictive on such Person shall promptly return than the terms contained in the Confidentiality Agreement, and concurrently discloses the same non-public information to Parent if such non-public information has not been previously disclosed to Parent; (B) engaging in any negotiations or destroy discussions with any confidential information Person who has made an unsolicited bona fide written Acquisition Proposal if the Company receives from such Person an executed confidentiality agreement as described in (A) above; or (C) withdrawing, modifying, qualifying or changing the Recommendation so as to recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company, if and only to the extent that (I) in each case referred to in clause (A), (B) or (C) above, the Company Board determines in good faith, after consultation with its outside legal counsel, that such action is required to comply with the Company directors’ fiduciary duties to stockholders of the Company or its Subsidiaries under applicable Law, (II) in its possession. The Company shall also promptly (within 24 hours and, each case referred to in any event, prior to taking any action contemplated by clause (1A), (B) or (2C) of this Section 6.4(a)) notify Parent of above, the receipt of any Company Board determines in good faith after consultation with its outside legal counsel and financial advisors that such Acquisition Proposal constitutes, or any inquiry, proposal or offer that is reasonably likely to lead to to, an Acquisition Proposal (which, for all such purposes, shall substitute 50% for 15% in the definition thereof) that, if accepted, is reasonably likely to be consummated, and if consummated, would result in a more favorable transaction (taking into account legal, financial, regulatory and other aspects of such Acquisition Proposal and the Merger and other transactions contemplated by this Agreement deemed relevant by the Company Board, the identity of the third party making such Acquisition Proposal, the terms and conditions of the Acquisition Proposal and the anticipated timing and prospects for completion of such Acquisition Proposal) to the Company’s stockholders than the transaction contemplated by this Agreement (taking into account all of the terms of any proposal by Parent to amend or modify the terms of the Merger and other transactions contemplated by this Agreement) (any such more favorable Acquisition Proposal is referred to in this Agreement as a “Superior Proposal”), and (III) in the case of clause (C) above, (i) Parent shall have been provided by the Company prompt written notice of (x) the Company Board’s intention to take the action referred to in clause (C) and (y) the material terms and conditions of the Acquisition Proposal, including the identity of the party making such Acquisition Proposal, and, if available, a copy of the relevant proposed transaction agreements with such party and other material documents, (ii) the Company shall have given Parent four business days after delivery of such notice to propose revisions to the date hereofterms of this Agreement (or make another proposal) and shall have negotiated in good faith with Parent with respect to such proposed revisions or other proposal, which if any and (iii) the Company Board shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent, if any, and after consultation with its outside legal counsel, that such withdrawal, modification, qualification or change of the Recommendation is required to comply with its fiduciary obligations to the stockholders of the Company under applicable Law; provided, further that in the event the Company Board does not make the determination referred to in clause (iii) of this paragraph but thereafter determines to withdraw, modify, qualify or change the Recommendation pursuant to this Section 7.2, the procedures referred to in clauses (i), (ii) and (iii) shall apply anew and shall also apply to any subsequent withdrawal, modification, qualification or change. (c) The Company agrees that it will notify Parent promptly (and in any event within 24 hours of the Company gaining Knowledge thereof) if any Acquisition Proposal, or any inquiry or indication that would reasonably be expected to lead to any Acquisition Proposal, by any Person is received by, any non-public information relating to the Company or any of its Subsidiaries is requested by such a Person from, or any inquiry, discussions or negotiations regarding any Acquisition Proposal are sought to be initiated by such a Person with, the Company, its Subsidiaries or any of its Representatives. Such notice shall include the identity of the Person person making such Acquisition Proposal Proposal, indication, inquiry or other inquiryrequest and a copy of such Acquisition Proposal, proposal indication, inquiry or offer request (or, where no such copy is available, a description of such Acquisition Proposal, indication, inquiry or request), including any modifications thereto. The Company shall keep Parent reasonably informed on a current basis (and in any event within 24 hours of the occurrence of any material changes, developments, discussions or negotiations) of the status of any such Acquisition Proposal, indication, inquiry or request and of any material changes in the status and terms of any such Acquisition Proposal, indication, inquiry or request (including the material terms and conditions thereof). Without limiting the foregoing, the Company shall promptly (and in any event within 24 hours) notify Parent orally and in writing if it determines to initiate actions concerning an Acquisition Proposal as permitted by Section 7.2(b) (y) (A) and (B). The Company shall not, and will keep Parent promptly and reasonably apprised shall cause it Subsidiaries not to, enter into any confidentiality agreement with any Person subsequent to the date of any related material developments, discussions and negotiations related theretothis Agreement which prohibits the Company from providing such information to Parent.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause authorize or instruct any of its and its Subsidiaries’ ' employees, agents and representatives not (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) to, in each case (A) directly or indirectly, (i) initiate, solicit or knowingly, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Subsidiaries, or any purchase or sale of assets having a fair market value (x) an equity interest representing a 15% or greater economic or voting interest in as determined by the Company, (y) the assets, securities or other ownership interests Board of or in Directors of the Company in good faith) in excess of 10% of the fair market value of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its Subsidiaries equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 1510% or more of the consolidated assets its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Subsidiaries (any such proposal, offer or transaction (z) any other transaction the consummation of which would reasonably be expected to prevent than a proposal or materially delay the Company from performing its obligations under this Agreement in any material respect offer made by Buyer or materially delay consummating the transactions contemplated herebyan Affiliate thereof), other than, in the case of clauses (xan "ACQUISITION PROPOSAL"), (yii) and have any discussion with or provide any Confidential Information or non-public data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal (z), the transactions contemplated by this Agreement (any such other than a proposal or offer being hereinafter referred to as made by Buyer or an (“Acquisition Proposal”Affiliate thereof), (Biii) directly approve or indirectlyrecommend, engage in any discussions or negotiations concerning, provide access propose publicly to its properties approve or furnish or provide access to its, books and records or any confidential information or data torecommend, any Person relating to, an Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; providedforegoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, howeverthe Company (and its Board of Directors) shall be permitted to (i) continue negotiations with any Person related to the sale of its Academic Systems subsidiary ("ACADEMIC SYSTEMS") so long as negotiations with said Person began prior to August 1, that if 2003, (ii) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act) with regard to an Acquisition Proposal, (iii) file with the SEC a report on Form 8-K in accordance with the requirements thereof with respect to this Agreement and file a copy of this Agreement and any related agreements as an exhibit to such report, (iv) make any disclosure to the Company's stockholders or any public announcement if, in the good faith judgment of the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisorscounsel, determines that the failure to take such action so disclose would be reasonably likely to result in a breach inconsistent with any applicable law, rule or regulation or any duty of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of Directors; provided that the Company determinesshall not, except in good faith, after consultation accordance with outside counsel the provisions of Section 6.1(b) and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a6.4(b)(v), (1) provide access or furnish information with respect to effect a Change in the Company and its Subsidiaries to Recommendation, (v) effect a Change in the Person making such Acquisition Proposal Company Recommendation or (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2vi) engage in discussions or negotiations with with, or provide any information to, any Person in response to an unsolicited bona fide Acquisition Proposal by any such Person, or take any of the Person making actions described in Sections 6.4(a)(iii) and (iv) above, if and only to the extent that, in any such case referred to in clause (v) or (vi): (A) the Company Stockholder Approval shall not yet have been obtained; (B) the Company has not previously breached any of its covenants in Section 6.4(a); (C) (I) in the case of clause (v) above, the Company has received an unsolicited bona fide written Acquisition Proposal from a third party and the Company's Board of Directors concludes in good faith that such Acquisition Proposal would lead to a Superior Proposal and (and II) in the case of clause (vi) above, the Company's Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal would lead to a Superior Proposal; (D) the Company's Board of Directors, after consultation with outside counsel, determines in good faith that it is required to do so in the exercise of its fiduciary duties under applicable law; (E) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Company's Board of Directors receives from such Person an executed confidentiality agreement having provisions that are at least as restrictive to such Person as the comparable provisions contained in the Confidentiality Agreement; and (F) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it promptly notifies Buyer of the receipt of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives) regarding such Acquisition Proposal; provided further, however, . The Company agrees that, subject to any obligation of confidentiality to which the right Company may be bound, it will promptly keep Buyer informed of the Company status and material terms of any inquiries, proposals or offers and the status and material terms of any discussions or negotiations, including the identity of the party making such inquiry, proposal or offer, except to withhold information where such disclosure the extent that the Company's Board of Directors, after consultation with outside counsel, determines in good faith that to do so would contravene any Lawbe inconsistent with the exercise of its fiduciary duties under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company shall promptly not be obligated to provide Buyer with any information regarding an expression of interest, proposal, inquiry or offer relating to Parent any non-public information the sale of Academic Systems that is provided received by or on behalf of the Company from a Person with whom the Company began negotiations prior to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. August 1, 2003. (c) The Company and its Subsidiaries agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than Buyer) conducted heretofore with respect to any Acquisition Proposal provided, however, that, notwithstanding anything to the contrary, the Company shall be permitted to continue negotiations with any Person related to the sale of Academic Systems so long as negotiations with said Person began prior to August 1, 2003. The Company agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and will require that representatives of the obligations undertaken in this Section 6.4. Nothing in this Section 6.4 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII hereof) or (y) affect or limit any such Person shall promptly return or destroy any confidential information other obligation of the Company or its Subsidiaries under this Agreement except as specifically provided in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a6.1(b)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company Each of WorldCom and MCI agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause direct and use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of (x) an equity interest representing a 15% all or greater economic any significant portion of the assets or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 1510% or more of the consolidated assets equity securities of, it or any of the Company and its Subsidiaries or (z) that, in any other transaction the consummation of which would such case, could reasonably be expected to prevent interfere with the completion of the Merger or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“"Acquisition Proposal”"). Each of WorldCom and MCI further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, MCI or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly in response to an unsolicited bona fide written Acquisition Proposal by any Person, recommend such an unsolicited bona fide written Acquisition Proposal to the stockholders of MCI, or indirectly, withdraw or modify in any adverse manner its approval or recommendation of this Agreement or (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) otherwise cooperate in any way withthe MCI Stockholders Meeting shall not have occurred, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if (ii) the Board of Directors of the Company, MCI concludes in good faithfaith that such Acquisition Proposal (x) in the case of clause (B) above would, and after consultation with outside counsel and financial advisorsif consummated, determines that constitute a Superior Proposal or (y) in the failure case of clause (C) above could reasonably be expected to take such action would be reasonably likely to result in constitute a breach of its fiduciary duties to the Company’s shareholders under applicable LawSuperior Proposal, then at any time (iii) prior to the acceptance for payment of Shares pursuant providing any information or data to the Offerany Person in connection with an Acquisition Proposal by any such Person, the Company MCI Board of Directors receives from such Person an executed confidentiality agreement on terms substantially similar to those contained in the Confidentiality Agreement and its representatives may(iv) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, in response to a written Acquisition Proposal that the Board of Directors of the Company determinesMCI notifies WorldCom immediately of such inquiries, in good faithproposals or offers received by, after consultation with outside counsel and financial advisors, constitutesany such information requested from, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making any such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherthe material terms and conditions of any proposals or offers. MCI agrees that it will keep WorldCom informed, howeveron a current basis, that, subject to the right of the Company to withhold information where status and terms of any such disclosure would contravene proposals or offers and the status of any Law, the Company shall promptly provide to Parent any non-public information such discussions or negotiations. Each of WorldCom and MCI agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and it will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any Acquisition Proposal Proposal. Each of WorldCom and MCI agrees that it will require that any such Person shall take the necessary steps to promptly return inform the individuals or destroy any confidential information entities referred to in the first sentence of this Section 5.5 of the Company obligations undertaken in this Section 5.5. Nothing in this Section 5.5 shall (x) permit either WorldCom or its Subsidiaries MCI to terminate this Agreement (except as specifically provided in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1Article VII hereof) or (2y) affect any other obligation of MCI or WorldCom under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause direct and use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of (i) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of (x) an equity interest representing a all or any significant portion of the assets or more than 15% of the common stock of, it or greater economic any of its Subsidiaries, or voting interest (ii) any tender offer (including a self tender offer) or exchange offer that if consummated would result in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing any person beneficially owning 15% or more of the consolidated assets any class of the Company and capital stock of it or any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by Merger Sub or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, endorse an Acquisition Proposal, grant any waiver or release under any standstill or similar agreement with respect to any capital stock of the Company or any of its Subsidiaries, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding the foregoing, the Company or its Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule l4d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly in response to an unsolicited bona fide written Acquisition Proposal by any Person, recommend approval of such an unsolicited bona fide written Acquisition Proposal to the stockholders of the Company or indirectly, withdraw or modify in any adverse manner its recommendation referred to in Section 3.26 hereof or (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access (subject to its, books an appropriate confidentiality agreement which shall not be less favorable to the Company in any material respect than the Confidentiality Agreement (as defined herein) and records or a copy of which shall be provided to Merger Sub) any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (x) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, shall have concluded in good faith, faith after consultation with outside counsel that such action is required to prevent the Board of Directors of the Company from breaching its fiduciary duties to the stockholders of the Company under applicable law and (y) the Board of Directors of the Company shall have concluded in good faith after consultation with its legal and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making advisors that such Acquisition Proposal (and its representatives1) pursuant to would, if accepted, result in a customary confidentiality agreement transaction that is no less restrictive more favorable to the Company's stockholders (in their capacities as stockholders), from a financial point of view, than the Confidentiality transactions contemplated by this Agreement and (including in respect 2) is reasonably likely to be completed, taking into account all legal, financial, regulatory and other aspects of standstill provisionsthe proposal and the Person making the proposal (an Acquisition Proposal meeting the requirements of clauses (1) and (2) engage in discussions or negotiations with being referred to herein as a "Superior Proposal," provided that for purposes of this definition the Person making such term Acquisition Proposal (and its representatives) regarding shall have the meaning assigned to such term in Section 5.4 except that the reference to "15%" in the definition of "Acquisition Proposal" shall each be deemed to be a reference to "50%"); provided furtherprovided, however, that, subject to that the right Board of Directors shall not take any of the Company foregoing actions referred to withhold information where in clauses (A) through (C) until after giving 24 hours written notice to Merger Sub with respect to its intent to take any such disclosure would contravene any Law, action and informing Merger Sub of the Company shall promptly provide to Parent any non-public information that is provided to terms and conditions of such proposal and the Person person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Subit. The Company and its Subsidiaries will, and agrees that it will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any Acquisition Proposal Proposal. The Company agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence of this Section 5.4 of the obligations undertaken in this Section 5.4. (b) The Company and will require that its Subsidiaries shall (i) promptly notify Merger Sub of the terms of any written proposal which it may receive in respect of any such Person shall promptly return or destroy any confidential information Acquisition Proposal, including, without limitation, the identity of the Company prospective purchaser or its Subsidiaries in its possessionsoliciting party and (ii) provide Merger Sub with a copy of any such Acquisition Proposal, if written. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent keep Merger Sub reasonably informed of the receipt status of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoProposal.

Acquisition Proposals. (a) The Company agrees that (i) neither it and its nor any of the officers and directors shall notof it shall, (ii) and that it shall use its reasonable best efforts to cause its Subsidiaries employees, agents and its Subsidiaries’ officers and directors representatives (including any investment banker, attorney or accountant retained by it) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation reorganization, consolidation, share exchange or other purchase, business combination, of (x) an equity interest representing a 15% recapitalization, liquidation, dissolution or greater economic similar transaction involving it, or voting interest in the Company, (y) the assets, securities any purchase or other ownership interests of or in the Company or its Subsidiaries representing 15% or more sale of the consolidated assets of the Company and its Subsidiaries having an aggregate value equal to 3% or more of the book value of the Company's total assets, or (zexcept as provided in Section 4.2(c) above) any other transaction the consummation purchase or sale of, or tender or exchange offer for equity securities of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer, other than a proposal or offer made by Parent or an affiliate thereof, being hereinafter referred to as an (“"Acquisition Proposal”"). The Company further agrees that neither it nor any of the officers and directors of it shall, and that it shall use its reasonable best efforts to cause its employees, agents and representatives (Bincluding any investment banker, attorney or accountant retained by it) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company and the Company's Board of Directors shall be permitted to (A) effect a change in the Company Recommendation, or (B) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person such Person, if and only to do or seek to do any the extent that, (i) in the case of clause (A) above, the foregoing; provided, however, that if Company has received an unsolicited bona fide written Acquisition Proposal from a third party and the Company's Board of Directors of the Company, concludes in good faith, and after consultation with outside counsel and financial advisors, determines faith that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that constitutes a Superior Proposal (as defined in Section 8.11) and the Board of Directors of the Company determineshas affirmatively voted to accept such Acquisition Proposal, (ii) in the case of clause (B) above, the Company's Board of Directors concludes in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, faith that there is a reasonable likelihood that such Acquisition Proposal will result in a Superior Proposal, and which (iii) in the case of clause (B) above, prior to providing any information or data to any Person in connection with an Acquisition Proposal did not result by any such Person, the Company's Board of Directors receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2iv) engage in the case of clause (B) above, prior to providing any information or data to any Person or entering into discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any LawPerson, the Company shall notifies Parent promptly provide of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to Parent be initiated or continued with, any non-public information that is provided of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. Notwithstanding the foregoing, the Company's Board of Directors may only take the actions set forth in the foregoing clauses (i) through (iv) in the previous sentence to the Person making extent that the Company's Board of Directors shall conclude in good faith on the basis of written advice of outside counsel that such Acquisition Proposal or action is necessary in order for the Company's Board of Directors to act in a manner which is consistent with its representatives which was not previously provided to Parent or Merger Subfiduciary obligations under applicable law. The Company agrees that it will promptly keep Parent informed of the status and its Subsidiaries terms of any such proposals or offers and the status and terms of any such discussions or negotiations, including the identity of the person or group engaging in such discussions or negotiations. The Company agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal Proposal. The Company agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and will require that representatives of the obligations undertaken in this Section 5.4. Nothing in this Section 5.4 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VII hereof) or (y) affect any such Person shall promptly return or destroy any confidential information other obligation of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company Each of AMB and ProLogis agrees that (i) neither it and nor any of its officers Subsidiaries nor any of the officers, trustees and directors shall not, (ii) of it shall cause or its Subsidiaries and its Subsidiaries’ officers and directors not toshall, and (iii) that it shall cause its and its Subsidiaries’ agents and representatives Representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% its Significant Subsidiaries or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock or other ownership interests of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders or other equity interest holders of such person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by one party to this Agreement or an affiliate thereof) being hereinafter referred to as an (“Acquisition Proposal”), (Bii) directly participate in any discussions with or indirectlyprovide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any discussions negotiations concerning an Acquisition Proposal, or negotiations concerningknowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, provide access (iii) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal (an “Acquisition Agreement”), or (iv) propose or agree to do any of the foregoing. (b) (i) Notwithstanding the foregoing, the Board of Directors of AMB and the Board of Trustees of ProLogis shall each be permitted, prior to its properties respective meeting of stockholders or furnish shareholders to be held pursuant to Section 5.1, and subject to compliance with the other terms of this Section 5.4 and to first entering into a confidentiality agreement having provisions that are no less favorable to such party than those contained in the Confidentiality Agreement, to engage in discussions and negotiations with, or provide access to its, books and records or any confidential nonpublic information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a an unsolicited bona fide written Acquisition Proposal by such Person first made after the date of this Agreement (that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions5.4) and which the Board of Directors of AMB or the Board of Trustees of ProLogis, as applicable, concludes in good faith (2after consultation with its outside legal counsel and financial advisors) engage in discussions constitutes or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead result in a Superior Proposal, if and only to an Acquisition Proposal the extent that the directors of AMB or the trustees of ProLogis, as applicable, conclude in good faith (after consultation with their outside legal counsel) that failure to do so would be inconsistent with their duties under applicable Law. AMB or ProLogis, as applicable, shall provide the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised with a copy of any related material developments, discussions and negotiations related theretononpublic information or data provided to a third party pursuant to the prior sentence prior to or simultaneously with furnishing such information to such third party.

Acquisition Proposals. (a) The Company Seasons agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (x) an equity interest representing a 15% as hereinafter defined), other than any such transaction permitted by Section 6.2, or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 155% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 5% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement or an affiliate thereof) being hereinafter referred to as an (“Acquisition Proposal”), (Bii) directly or indirectly, engage in have any discussions or negotiations concerning, provide access to its properties or furnish with or provide access to its, books and records or any confidential information or data to, to any Person person relating to, to an Acquisition Proposal Proposal, or (C) otherwise cooperate engage in any way withnegotiations concerning an Acquisition Proposal, or assist or participate in, knowingly facilitate or encourage, any effort or attempt by any other Person to do make or seek to do any of the foregoingimplement an Acquisition Proposal; provided, however, that if subject to compliance with Subsection (c) below and after the Board of Directors of the Company, Seasons concludes in good faith, and after consultation with faith based on a written opinion of its outside counsel and financial advisors, determines attesting that the foregoing restriction in 7.4(a) constitutes a breach of the Seasons Board of Director’s statutory and common law obligations to its stockholders and that failure to take such action actions would be reasonably likely to result in a breach violation of its fiduciary duties to the Company’s shareholders under applicable Lawlaw, then at any time prior to the acceptance for payment of Shares pursuant to the OfferSeasons may, the Company and may permit is Subsidiaries and its and their representatives mayto, in response to a written an unsolicited Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, furnish or cause to be furnished confidential information or data and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access participate in negotiations or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; and provided further, however, further that, subject prior to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal providing (or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause causing to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy provided) any confidential information of or data permitted to be provided pursuant to this sentence, such party shall have entered into a confidentiality agreement with such third party on terms no less favorable to such party than the Company or its Subsidiaries in its possessionConfidentiality Agreement. The Company term “Significant Subsidiary” shall also promptly (within 24 hours and, have the meaning ascribed thereto in any event, prior to taking any action contemplated by clause (Rule 1) or (2) -02 of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.Regulation S-X.

Acquisition Proposals. (a) The Company agrees that (i) that, except as expressly permitted hereby, during the Pre-Closing Period, neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries reasonable best efforts to instruct and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents employees, agents, investment bankers, attorneys, accountants and other representatives (such employees, agents, investment bankers, attorneys, accountants and other representatives, collectively, “Representatives”) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowingly, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would could reasonably be expected to lead to, a Superior any Acquisition Proposal (as defined below) or (ii) engage in, continue or otherwise participate in, any discussions or negotiations concerning, or provide any confidential information or data to any Person for the purpose of encouraging or facilitating, an Acquisition Proposal, and which or otherwise facilitate knowingly any effort or attempt to make an Acquisition Proposal. For purposes of this Agreement, the term “Acquisition Proposal” shall mean (i) any proposal or offer for a merger, consolidation, dissolution, tender offer, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) any proposal or offer to acquire in any manner, directly or indirectly, over 15% of the equity securities or consolidated total assets (including, without limitation, equity securities of its Subsidiaries) of the Company, in each case other than the transactions contemplated by this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, prior to the adoption of this Agreement at the Company Meeting (the “Specified Time”), the Company may (A) provide information in response to a request therefor by a Person who has made an unsolicited bona fide written Acquisition Proposal (as defined above, but substituting 50% for 15%, except in the case of an asset sale, in which case “all or substantially all” shall be substituted for 15%) that did not result from a breach of this Section 6.4(a7.2(a) and subject to compliance with Section 7.2(b) if the Company Board receives from the Person so requesting such information an executed confidentiality agreement on terms not less restrictive of the other party than those contained in the Confidentiality Agreement (and promptly discloses (and if applicable, provides copies of) any such information to Parent to the extent not previously provided to Parent) or (B) engage in or participate in any negotiations or discussions with any Person who has made such an Acquisition Proposal, if and only to the extent that, (x) in each such case referred to in clause (A) or (B), the Company Board determines in good faith after consultation with outside legal counsel that failure to take such action would be inconsistent with the fiduciary obligations of the Company Board under applicable Law, and (1y) provide access or furnish information with respect to clause (B) above, the Company Board determines in good faith (after consultation with its outside counsel and its Subsidiaries to the Person making financial advisor) that such Acquisition Proposal (1) if accepted, is reasonably likely to be consummated, taking into account all legal, financial, regulatory and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than other aspects of the Confidentiality Agreement (including in respect of standstill provisions) proposal and (2) engage in discussions or negotiations with the Person making the proposal, and if consummated, would result in a transaction more favorable to the holders of Company Common Stock from a financial point of view than the transaction contemplated by this Agreement (any such more favorable Acquisition Proposal (and its representatives) regarding such Acquisition being referred to in this Agreement as a “Superior Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1”) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoa Superior Proposal.

Acquisition Proposals. (a) The Company Without limiting Alpha's other obligations under this Agreement (including under Article VI hereof), Alpha agrees that (i) from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries shall, and its officers and directors shall not, (ii) it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct effect, any Alpha Acquisition Proposal (as defined below), (ii) have any discussions with or indirect acquisitionprovide any confidential information or data to any Person relating to an Alpha Acquisition Proposal, including by way or engage in any negotiations concerning an Alpha Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Alpha Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Alpha Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Alpha Acquisition Proposal. (b) For purposes of this Agreement, "Alpha Acquisition Proposal" means any inquiry, proposal or offer from any Person with respect to (A) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Alpha or any of its Significant Subsidiaries (x) an equity interest representing a 15% or greater economic or voting interest as defined in Rule 1-02 of Regulation S-X of the CompanySEC), (yB) the assets, securities any purchase or sale or other ownership interests disposition of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of Alpha and its Subsidiaries, taken as a whole, or (C) any purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of Alpha that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the Company and total voting power of Alpha (or of the surviving parent entity in such transaction) or any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebySignificant Subsidiaries, other than, including in the case of each of clauses (xA) through (C), any single or multi-step transaction or series of related transactions (y) and (z), the transactions contemplated by this Agreement (any such other than a proposal or offer being hereinafter referred to as an (“Acquisition Proposal”made by Conexant or a Subsidiary thereof), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Company Each of Xxxxxxxx and Tosco agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% its Significant Subsidiaries, or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by any other party to this Agreement or an Affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, each of Xxxxxxxx and Xxxxx (and their respective Boards of Directors) shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (to the extent applicable), (B) directly effect a Change in the Xxxxxxxx Recommendation or indirectlya Change in the Tosco Recommendation, as the case may be, or (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case referred to in clause (B) or (C), (I) in the case of Xxxxxxxx, the Xxxxxxxx Stockholders Meeting shall not have occurred, or in the case of Tosco, the Tosco Stockholders Meeting shall not have occurred, (II) (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (C) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, (III) in the case of clause (B) or (C) otherwise cooperate in any way withabove, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the its Board of Directors of the CompanyDirectors, in good faith, and after consultation with outside counsel and financial advisorscounsel, determines in good faith that there is a reasonable probability that the failure to take such action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties to the Company’s shareholders under applicable Lawlaw, then at any time (IV) prior to the acceptance for payment of Shares pursuant providing any information or data to the Offer, the Company and its representatives may, any Person in response to a written connection with an Acquisition Proposal that the by any such Person, its Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement having provisions that is no are customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision, or omits restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality Agreement (including in respect of standstill will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions) , as the case may be, and (2V) engage in prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies the other party promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. Each of Xxxxxxxx and Xxxxx agrees that it will promptly keep each other reasonably informed of the status and terms of any inquiries, proposals or offers and the status and terms of any discussions or negotiations, including the identity of the party making such Acquisition Proposal (inquiry, proposal or offer. Each of Xxxxxxxx and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information Tosco agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal Proposal. Each of Xxxxxxxx and Xxxxx agrees that it will require that any such Person shall use reasonable best efforts to promptly return or destroy any confidential information inform its directors, officers, key employees, agents and representatives of the Company obligations undertaken in this Section 6.5. Nothing in this Section 6.5 shall (x) permit Xxxxxxxx or its Subsidiaries Tosco to terminate this Agreement (except as specifically provided in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1Article VIII hereof) or (2y) affect or limit any other obligation of Xxxxxxxx or Xxxxx under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company CCI agrees that (i) neither it and nor any of its Subsidiaries, officers and directors shall notshall, (ii) and that it shall direct and use its best efforts to cause its Subsidiaries employees, agents and its Subsidiaries’ officers and directors representatives (including any investment banker, attorney or accountant retained by it) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase of (x) an equity interest representing a 15% all or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more any significant portion of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebyequity securities of, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement CCI (any such proposal or offer being hereinafter referred to as an (“"Acquisition Proposal”"). CCI further agrees that neither it nor any of its Subsidiaries, officers and directors shall, and that it shall direct and use its best efforts to cause its employees, agents and representatives (Bincluding any investment banker, attorney or accountant retained by it) not to, directly or indirectly, provide any information or data to any Person relating to or in contemplation of an Acquisition Proposal or engage in any discussions or negotiations concerning, provide access relating to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in contemplation of an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoingProposal; provided, however, that nothing contained in this Agreement shall prevent CCI or its Board of Directors from (A) complying with Rule 14e-2 and Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal; (B) engaging in any discussions or negotiations with, or providing any information to, any Person in response to a bona fide written Acquisition Proposal by any such Person; or (C) recommending such bona fide written Acquisition Proposal to the shareholders of CCI, if and only to the extent that, in any such case as is referred to in clause (B) or (C), (i) the Board of Directors of the Company, CCI concludes in good faith, and faith (after consultation with outside counsel and its financial advisors) that such Acquisition Proposal is reasonably capable of being completed, determines taking into account all legal, financial, regulatory and other aspects of the proposal and the Person making the proposal, and is on terms that the failure to take such action would be reasonably likely to would, if consummated, result in a breach transaction more favorable to CCI shareholders from a financial point of its fiduciary duties to view than the Company’s shareholders under applicable Law, then at transaction contemplated by this Agreement (any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written such more favorable Acquisition Proposal that being referred to in this Agreement as a "Superior Proposal") and (ii) the Board of Directors of the Company determines, CCI determines in good faith, faith after consultation with outside legal counsel and financial advisorsthat such action is necessary for it not to breach its fiduciary obligations to shareholders under applicable law. CCI will notify Parent immediately if any inquiries, constitutesproposals or offers respecting an Acquisition Proposal are received by, any such information or data is requested from, or would reasonably any such discussions or negotiations are sought to be expected to lead toinitiated or continued with, a Superior Proposalit or any such Persons indicating, in connection with such notice, the name of such Person and the material terms and conditions of any proposals or offers, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information shall keep Parent apprised with respect to the Company status and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement terms thereof. CCI agrees that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and it will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with with, and the provision of information and data to, any Persons parties conducted heretofore with respect to any Acquisition Proposal and Proposal. CCI will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, request each Person that has heretofore executed a confidentiality agreement in any event, prior to taking any action contemplated by clause (1) or (2) connection with its consideration of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which to return all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries. CCI will provide Parent at least two business days' advance notice of its intention to present to its Board of Directors or accept any Superior Proposal and shall include the identity provide Parent with a summary of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof. (b) Parent and Merger Sub agree that, while this Agreement remains in effect, at any meeting of the holders of shares of CCI Common Stock at which Parent or Merger Sub or any of their Affiliates shall have the right to vote its shares of CCI Common Stock or at any meeting of the holders of shares of CCI Common Stock, however called, or in connection with any written consent of the holders of shares of CCI Common Stock, each of Parent and will keep Parent promptly Merger Sub and reasonably apprised any such Affiliate shall vote (or cause to be voted) the shares of any related material developmentsCCI Common Stock held by it, discussions to the extent voting rights exist with respect to the proposals to be acted upon, in favor of adoption of this Agreement and negotiations related theretoapproval of the other transactions contemplated by this Agreement.

Acquisition Proposals. (a) The Except as expressly permitted by this Section 5.3, the Company agrees that (i) it and its officers and directors shall not, (ii) it and shall cause each of its Subsidiaries and its Subsidiaries’ officers and directors their respective Representatives not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal or offer with respect relating to, any transaction (other than any the transaction permitted or contemplated by this Agreement) to the direct or indirect acquisition, including by way of effect (A) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the its Subsidiaries whose assets, securities or other ownership interests of or in the Company or its Subsidiaries representing taken together, constitute 15% or more of the consolidated assets (including stock of its Subsidiaries) of the Company and its Subsidiaries Subsidiaries, taken as a whole, based on fair market value, (B) any direct or indirect sale of, or tender or exchange offer for, the Company’s voting securities, in one or a series of related transactions, that, if consummated, would result in any Person (or the shareholders of such Person) beneficially owning securities representing 15% or more of the Company’s total voting power (or of the surviving parent entity in such transaction) or (zC) any direct or indirect sale, lease, exchange, mortgage, pledge, license, transfer or other transaction the consummation disposition, directly or indirectly, by merger, consolidation, sale of which would reasonably be expected to prevent equity interests, share exchange, joint venture, business combination or materially delay otherwise, in one or a series of related transactions, of assets or businesses of the Company from performing or its obligations under this Agreement in any material respect Subsidiaries constituting 15% or materially delay consummating more of the transactions contemplated herebyconsolidated assets or revenues of the Company and its Subsidiaries, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement taken as a whole (any such proposal, offer or transaction (other than a proposal or offer made by Parent or an affiliate thereof) being hereinafter referred to as an (“Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data relating to the Company or any of its Subsidiaries to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or (iii) approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other agreement related to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 5.3(b)(i)) or propose or agree to do any of the foregoing. Nothing in this Section 5.3 shall prohibit the Company, or its Board of Directors, directly or indirectly through any officer, employee or Representative, informing any Person that the Company is a party to this Agreement and referring such Person to this Section 5.3. (b) Notwithstanding anything in this Agreement to the contrary, the Company or the Company Board shall be permitted to (A) comply, to the extent applicable, with Rule 14d-9 and Rule 14e-2, or make any “stop-look-listen” communication to the Company Securityholders pursuant to Rule 14d-9(f), each as promulgated under the U.S. Exchange Act with regard to an Acquisition Proposal, provided that this Section 5.3(b)(A) shall not permit the Company or the Company Board to make a Company Change in Recommendation except as expressly permitted by Section 5.3(b)(C), (B) directly or indirectly, engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data and afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, any Person in response to an unsolicited bona fide, written Acquisition Proposal by any such Person made after the date hereof under circumstances not relating toto any breach of this Section 5.3, (C) effect a Company Change in Recommendation or terminate this Agreement in accordance with Section 7.2(h) in order to enter into a binding written agreement with respect to a Superior Proposal, in each case in response to an unsolicited bona fide written Acquisition Proposal by any such Person made after the date hereof under circumstances not relating to any breach of this Section 5.3, or (D) comply with Part 2 - Division 3 of National Instrument - 62¬104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under applicable Canadian Securities Laws relating to the provision of directors’ circulars in respect of an Acquisition Proposal that is not a Superior Proposal but only following compliance with this Section 5.3 by the Company and provided that this Section 5.3(b)(D) shall not permit the Company or the Company Board to make a Company Change in Recommendation except as expressly permitted by Section 5.3(b)(C), in each case if and only to the extent that: (i) in the case of clause (B) above, (I) the Requisite Approval has not been obtained, (II) the Company has complied with this Section 5.3 in all material respects, (III) the Company Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (IV) prior to providing any information or data or access (in each case as described in clause (B) above) to any Person in connection with an Acquisition Proposal, the Company shall enter into a confidentiality agreement with such Person having provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), provided that such confidentiality agreement shall not prohibit compliance by the Company with any of the provisions of this Section 5.3; and (ii) in the case of clause (C) otherwise cooperate above, (I) the Requisite Approval has not been obtained, (II) the Company has complied with this Section 5.3 in any way withall material respects, or assist or participate in(III) the Company Board, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with its financial advisors and outside counsel and financial advisorslegal counsel, determines has determined in good faith that the such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, has determined in good faith that failure to take such action would be reasonably likely to result inconsistent with the fiduciary duties of the directors of the Company under applicable law, (IV) the Company has notified Parent in a breach writing, at least four Business Days in advance, of its fiduciary duties intention to effect such action (which notice shall include a copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto); provided that such notice shall be given again (but shall be limited to two Business Days in advance) in the event of any revision to the Company’s shareholders under applicable Lawfinancial terms or other material terms such Superior Proposal, then at any time (V) prior to the acceptance for payment of Shares pursuant to the Offertaking such action, the Company has, and has caused its representatives mayfinancial and legal advisors to, negotiate with Parent in response good faith to a written enable Parent to propose in writing revisions to the terms and conditions of this Agreement such that such Acquisition Proposal that would no longer constitute a Superior Proposal, and (VI) following the Board end of Directors of such notice period, the Company determinesBoard shall have considered in good faith any changes to this Agreement proposed in writing by Parent, and shall have determined in good faith, after consultation with its financial advisors and outside counsel and financial advisorslegal counsel, constitutesthat notwithstanding such proposed changes, or would reasonably be expected to lead to, such Acquisition Proposal remains a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), . (1c) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt as promptly as practicable of any request for information related to a potential Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after received by the date hereofCompany or any of its Representatives, which notice shall include orally and in writing, indicating, in connection with such notice, the identity of the such Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereofof any such Acquisition Proposal (including a copy thereof if in writing and any related available material documentation or correspondence), and in any event the Company shall provide written notice to Parent of such Acquisition Proposal or requests for information and initiation of such discussions or negotiations by the end of the Business Day (New York time) following the day on which such event occurs. The Company agrees that it will keep Parent promptly and reasonably apprised of the status and material terms of any related such Acquisition Proposal (including whether withdrawn or rejected) and the status and nature of all information requested, and in any event the Company shall provide Parent with written notice of any material developmentsdevelopment with respect to any of the foregoing by the end of the day (New York time) following the day on which such development occurs. The Company also agrees to provide Parent with any information that it provides to the third party making the request therefor substantially contemporaneously with providing such information to such third party, unless Parent has already been provided with such information. (d) The Company (i) will and will cause its Subsidiaries, and its and their Representatives to, cease immediately and terminate any and all existing solicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any third parties (other than Parent and negotiations related theretoits affiliates and its and their Representatives) conducted heretofore with respect to any Acquisition Proposal, (ii) will not, and will cause its Subsidiaries not to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal and (iii) will and will cause its Subsidiaries to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. The Company agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.3. The Company shall, if it has not already done so, promptly request, to the extent it has a contractual right to do so, that each Person, if any, that has heretofore executed a confidentiality agreement within the twelve months prior to the date hereof in connection with its consideration of any Acquisition Proposal return or destroy all confidential information or data heretofore furnished to any Person by or on behalf of the Company or any of its Subsidiaries.

Acquisition Proposals. (a) The Company Seller agrees that (i) it and none of Seller, the Company nor any of its Subsidiaries, nor any of their respective officers and directors directors, shall, and that Seller shall notuse commercially reasonable efforts to cause each of Seller’s, (ii) it shall cause its Subsidiaries the Company’s and its Subsidiaries’ officers and directors not toemployees, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowingly, encourage or facilitate (including any investment banker, attorney or accountant retained by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisitionSeller, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% Subsidiaries) not to (and shall not authorize any of them to) directly or more of indirectly (i) solicit, initiate, knowingly encourage or knowingly facilitate any inquiries with respect to, or the consolidated assets making, submission or announcement of, any offer or proposal for an Acquisition (as defined below) of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (Bii) directly or indirectly, engage participate in any discussions or negotiations concerningregarding, provide access to its properties or furnish or provide access to its, books and records or any confidential Person any nonpublic information or data with respect to, any Acquisition Proposal, (iii) engage in discussions with any Person relating towith respect to any Acquisition Proposal, an except as to the existence of these provisions, or (iv) enter into any letter of intent or similar document or any contract agreement or commitment contemplating any Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offertransaction contemplated thereby. Seller, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel Subsidiaries will cease any and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any Persons third parties conducted heretofore with respect to any Acquisition Proposal and Proposal, and, promptly after the Closing, will require that any such Person shall promptly request in writing the return or destroy destruction of any confidential information provided to such third party, in accordance with the terms of any confidentiality agreement with such third party. For purposes of this Section 5.1, “Acquisition” shall mean any of the following transactions (other than the transactions contemplated by this Agreement) (i) a merger, consolidation, business combination or similar transaction involving the Company or its Subsidiaries in its possession. The any Subsidiary, (ii) a sale or other disposition by the Company shall also promptly (within 24 hours andof all or a substantial part of the assets of the Company, in any event, prior to taking any action contemplated by clause (1) or (2iii) the acquisition by any Person or group, directly or indirectly, of this Section 6.4(a)) notify Parent beneficial ownership or a right to acquire beneficial ownership of any shares of capital stock or equity interests of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoCompany.

Acquisition Proposals. (a) The Each of Company and Parent agrees that (i) that, except as expressly permitted by this Section 0, neither it and nor any of its subsidiaries nor any of the officers and directors shall notof it or its subsidiaries shall, (ii) and that it shall cause its Subsidiaries use commercially reasonable efforts to instruct and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiariessubsidiaries’ agents employees, agents, representatives and representatives advisors (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, in each case (A) directly or indirectly, : initiate, solicit or knowinglysolicit, encourage or facilitate (including by way of furnishing providing information) any inquiries effort or the making of attempt to make or implement any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other amalgamation, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its subsidiaries (xother than any such transaction permitted by Section 0 or Section 4.2(e), as the case may be) an equity interest representing a 15% or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1510% or more of the consolidated assets (including, without limitation, stock of its subsidiaries) of it and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 10% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement) being hereinafter referred to as an (“Acquisition Proposal”); have, (B) directly continue, participate or indirectly, otherwise engage in any discussions or negotiations concerning, provide access to its properties or furnish with or provide access any confidential information or data to itsany person relating to an Acquisition Proposal; approve or recommend, books or propose to approve or recommend, any Acquisition Proposal or submit to the vote of its stockholders any Acquisition Proposal prior to the termination of this Agreement; or approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, amalgamation agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal. Each of Company and records Parent agrees that (i) it shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, agents, representatives and advisors to, cease immediately and terminate any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (ii) it shall not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its subsidiaries is a party with respect to any Acquisition Proposal. Each of Company and Parent agrees that it shall use commercially reasonable efforts to promptly inform its and its subsidiaries’ respective directors, officers, employees, agents, representatives and advisors of the obligations undertaken in this Section 0. Notwithstanding anything in this Agreement to the contrary, if at any time prior to obtaining the Required Company Vote, in the case of Company, or the Required Parent Vote, in the case of Parent, Company or Parent, as the case may be, receives an unsolicited bona fide written Acquisition Proposal, Company, its Board of Directors and its Special Committee or Parent, its Board of Directors and its Special Committee, as the case may be, shall be permitted to engage in discussions or negotiations with, and to provide any confidential information or data to, such person in response to such Acquisition Proposal, if and only to the extent that, (i) Company or Parent, as the case may be, has not breached its obligations under this Section 0, (ii) the Special Committee of Company or Parent, as the case may be, has received from the person so requesting such information an executed confidentiality agreement on terms no less restrictive on and no more favorable to such person than those contained in the applicable Confidentiality Agreement (except that the confidentiality agreement with such person shall not be required to contain the standstill provision in the ninth paragraph of such Confidentiality Agreement), (iii) the Board of Directors or Special Committee of the Company or Parent, as the case may be, after consultation with its outside legal counsel and its financial advisors, concludes in good faith that (A) such Acquisition Proposal constitutes, or could reasonably be expected to constitute, a Superior Proposal and (B) such action is reasonably likely to be required in order for the relevant directors to comply with such directors’ fiduciary duties under applicable law and (iv) Company or Parent, as the case may be, has notified the other party of such Acquisition Proposal pursuant to and in accordance with this Section 0. Each of Company or Parent shall promptly notify the other party of any Person relating toAcquisition Proposal or any request for information that could reasonably be expected to be related to an Acquisition Proposal received by, or any request that could reasonably be expected to be related to an Acquisition Proposal for discussions with or negotiations by, it, any of its subsidiaries or any of their respective directors, officers, employees, agents, representatives or advisors (including any investment bankers, attorneys or accountants), indicating, in connection with such notice, the identity of the person making such Acquisition Proposal or request and the material terms and conditions thereof (including a copy thereof and any related available documentation and correspondence), and in any event Company or Parent, as the case may be, shall provide written notice to the other party of any Acquisition Proposal, request for information or request for such discussions or negotiations within 24 hours of such event. Company or Parent, as the case may be, will keep the other party reasonably informed on a reasonably current basis of the status and terms of any such Acquisition Proposal or request (including whether such Acquisition Proposal or request is withdrawn or rejected and any material change to the terms thereof) and concurrently will provide the other party with copies of any written information that it provides to the person making an Acquisition Proposal or (C) otherwise cooperate any such request. Notwithstanding anything in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties this Agreement to the Company’s shareholders under applicable Lawcontrary, then if, at any time prior to obtaining the acceptance for payment Required Company Vote, in the case of Shares pursuant to Company, or the OfferRequired Parent Vote, in the case of Parent (in each case, after the expiration of the Notice Period), the Board of Directors and/or Special Committee of Company and its representatives mayor Parent, in response to a as the case may be, concludes that an unsolicited bona fide written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a5.5 constitutes a Superior Proposal (after giving effect to all of the adjustments to this Agreement which may be offered by the other party prior to or during the Notice Period), the Board of Directors and/or Special Committee of Company or Parent, as the case may be, may (1i) provide access approve or furnish information with respect recommend, or propose publicly to approve or recommend, such Superior Proposal to its shareholders or stockholders (it being understood that any such approval or recommendation shall constitute a Change in Company Recommendation or a Change in Parent Recommendation, as the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisionscase may be) and (2ii) engage approve or recommend, or propose to approve or recommend, and execute or enter into any letter of intent, agreement in discussions principle, merger agreement, amalgamation agreement, asset purchase or negotiations with the Person making share exchange agreement, option agreement or other similar agreement related to such Acquisition Proposal (and its representatives) regarding such Acquisition Superior Proposal; provided furtherthat the Board of Directors and/or Special Committee of Company or Parent, howeveras the case may be, may not take any of the actions set forth in the foregoing clause (i) or (ii) unless (A) the party seeking to take such actions has provided a written notice to the other party (a “Notice of Superior Proposal”) advising such other party that it has received a Superior Proposal and specifying the identity of the person making such Superior Proposal and the material terms thereof (including a copy thereof and any related available documentation and correspondence) and (B) such other party does not, within three business days following its receipt of the Notice of Superior Proposal (the “Notice Period”), make an offer that, subject as determined in good faith by the Board of Directors and/or Special Committee of Company or Parent, as the case may be, after consultation with its outside legal counsel and financial advisors, results in the applicable Acquisition Proposal no longer being a Superior Proposal (provided that, during the Notice Period, Company or Parent, as the case may be, shall, and shall cause its outside legal counsel and its financial advisors to, negotiate in good faith with the other party (to the right of the Company extent such other party desires to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore negotiate) with respect to any Acquisition proposal from such other party). The parties understand and agree that to comply with this Section 5.5(e) any material revisions to the terms of such Superior Proposal and will shall require that the party seeking to take any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries actions set forth in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by the foregoing clause (1i) or (2ii) of this Section 6.4(a)5.5(e) notify Parent to deliver to the other party a new Notice of Superior Proposal and the receipt commencement of any Acquisition Proposal a new Notice Period. Nothing contained in this Section 0 shall prohibit Company or any inquiryParent, proposal as the case may be, from (i) complying with Rule 14d-9 or offer that is reasonably likely 14e-2 promulgated under the Exchange Act to lead the extent applicable with regard to an Acquisition Proposal after (provided that, in the date hereofcase of an Acquisition Proposal made by way of a tender offer or exchange offer, which notice any failure by Company or Parent, as the case may be, its Board of Directors or its Special Committee to recommend that the stockholders of Company or Parent, as the case may be, reject such offer within the time period specified in Rule 14e-2(a) shall include be deemed to be a Change in Company Recommendation or Change in Parent Recommendation, as the identity case may be), or making any legally required disclosure to its stockholders with regard to an Acquisition Proposal (provided that any disclosure (other than a “stop, look and listen” or similar communication of the Person making such Acquisition Proposal type contemplated by Rule 14d-9(f) under the Exchange Act) made pursuant to Rule 14d-9 or other inquiry14e-2(a) shall be deemed to be a Change in Company Recommendation, proposal or offer Change in Parent Recommendation, as the case may be, unless the Board of Directors or Special Committee of Company or Parent, as the case may be, expressly reaffirms its recommendation to its stockholders in favor of approval of this Agreement and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised transactions contemplated hereby) or (ii) informing any person of any related material developments, discussions and negotiations related theretothe existence of the provisions contained in this Section 0.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall commercially reasonable efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the consolidated assets (xincluding without limitation stock of Subsidiaries) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or and its Subsidiaries representing 15Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of the consolidated assets market capitalization of the Company, or any purchase or sale of, or tender or exchange offer for, 10% or more of the equity securities of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof or any proposal or offer made in conjunction with Specified Efforts) being hereinafter referred to as an (“Acquisition Proposal”). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its commercially reasonable efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company or the Company’s Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly effect a Change in the Company Recommendation in accordance with Section 5.01(b), or indirectly, (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal or by any such Person, if and only to the extent that, in any such case as is referred to in clause (C), (i) otherwise cooperate in any way withthe Company’s Stockholders Meeting shall not have occurred, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of (ii) the foregoing; provided, however, that if the Company’s Board of Directors of the Company, concludes in good faith, and faith (I) after consultation with its independent financial advisor, that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, and (II) after consultation with its outside counsel and financial advisorslegal counsel, determines that the failure to take such action would could be reasonably likely expected to result in a breach of its fiduciary duties under applicable law, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors receives from such Person an executed confidentiality agreement customary for a transaction of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably this type (provided that such agreement shall not be expected required to lead to, a Superior Proposalcontain standstill provisions), and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1iv) provide access prior to providing any information or furnish information with respect data to the Company and its Subsidiaries to the any Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in or entering into discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any LawPerson, the Company shall notifies Parent promptly provide of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to Parent be initiated or continued with, any non-public information that is provided to the Person making such Acquisition Proposal or of its representatives which was not previously provided to Parent indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or Merger Suboffers. The Company agrees that it will promptly keep Parent informed of the status and its Subsidiaries terms of any such proposals or offers and the status and terms of any such discussions or negotiations. The Company agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possessionProposal. The Company agrees that it will use commercially reasonable efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.04. Nothing in this Section 5.04 shall also promptly (within 24 hours and, x) permit Parent or the Company to terminate this Agreement (except as specifically provided in any event, prior to taking any action contemplated by clause (1Article 7 hereof) or (2y) affect any other obligation of Parent or the Company under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company Banknorth agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowingly, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (x) an equity interest representing a 15% as defined below), or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1510% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 10% or more of the Company and total voting power of Banknorth (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by TD or an affiliate thereof) being hereinafter referred to as an (“Acquisition Proposal”), (Bii) directly or indirectly, engage in have any discussions or negotiations concerning, provide access to its properties or furnish with or provide access to its, books and records or any confidential information or data toto any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose to approve or recommend, any Person relating to, an Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, asset purchase or attempt by share exchange agreement, option agreement or other similar agreement related to any other Person to do Acquisition Proposal or seek propose or agree to do any of the foregoing; provided, however, that if . Notwithstanding the Board foregoing provisions of Directors of the Companythis Section 6.4(a), in the event that, prior to obtaining the Required Banknorth Vote, Banknorth receives an unsolicited bona fide Acquisition Proposal and its board of directors concludes in good faith, and after consultation with outside counsel and financial advisors, determines faith that the failure to take such action would be Acquisition Proposal constitutes or is reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, Banknorth may, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company may permit its Subsidiaries and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and furnish or cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.furnished

Acquisition Proposals. (a) The Company UDS agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof UDS or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving UDS or any of (x) an equity interest representing a 15% its Significant Subsidiaries, or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by any other party to this Agreement or an Affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, UDS (and its Board of Directors) shall be permitted to (A) comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal (to the extent applicable), (B) directly effect a Change in the UDS Recommendation, or indirectly, (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case referred to in clause (B) or (C), (I) the UDS Stockholders Meeting shall not have occurred other than as a result of a breach by UDS of its obligations pursuant to Section 6.1, (II) (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (C) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, (III) in the case of clause (B) or (C) otherwise cooperate in any way withabove, or assist or participate inits Board of Directors, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any after receipt of the foregoing; providedadvice of UDS's outside counsel, however, that if the Board of Directors of the Company, determines in good faith, and after consultation with outside counsel and financial advisors, determines faith that there is a reasonable probability that the failure to take such action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties to the Company’s shareholders under applicable Lawlaw, then at any time (IV) prior to the acceptance for payment of Shares pursuant providing any information or data to the Offer, the Company and its representatives may, any Person in response to a written connection with an Acquisition Proposal that the by any such Person, its Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement having provisions that is no are customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision, or omits restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality Agreement (including in respect of standstill will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions) , as the case may be, and (2V) engage in prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies Valero promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. UDS agrees that it will promptly keep Valero reasonably informed of the status and terms of any inquiries, proposals or offers and the status and terms of any discussions or negotiations, including the identity of the party making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherinquiry, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information proposal or offer. UDS agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal Proposal. UDS agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and will require that any such Person shall promptly return or destroy any confidential information representatives of the Company or its Subsidiaries obligations undertaken in its possessionthis Section 6.5. The Company Nothing in this Section 6.5 shall also promptly (within 24 hours and, x) permit UDS to terminate this Agreement (except as specifically provided in any event, prior to taking any action contemplated by clause (1Article VIII hereof) or (2y) affect or limit any other obligation of Valero or UDS under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors Except as permitted by this Section 6.4, Xxxxx shall not, (ii) it and shall cause each of its Subsidiaries (and any of the employees or directors of it or its Subsidiaries’ officers and directors ) not to, and (iii) it shall use its reasonable best efforts to cause its and its Subsidiaries’ agents and representatives their respective Representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries regarding, or the making of any proposal or offer with respect relating to, any transaction (other than any the transaction permitted or contemplated by this Agreement) to the direct or indirect acquisition, including by way of effect (A) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the its Subsidiaries whose assets, securities or other ownership interests of or in the Company or its Subsidiaries representing taken together, constitute 15% or more of the consolidated assets (including stock of its Subsidiaries) of Xxxxx and its Subsidiaries, taken as a whole, based on fair market value, (B) any direct or indirect sale of, or tender or exchange offer for, Penny’s voting securities, in one or a series of related transactions, that, if consummated, would result in any person (or the shareholders of such person) beneficially owning securities representing 15% or more of Penny’s total voting power (or of the Company surviving parent entity in such transaction) or (C) any direct or indirect sale (including through acquisition of stock in any Subsidiary of Xxxxx), in one or a series of related transactions, of assets or businesses of Xxxxx or its Subsidiaries constituting 15% or more of the consolidated assets or revenues of Xxxxx and its Subsidiaries, taken as a whole (any such proposal, offer or transaction (other than a proposal or offer made by Navy or an affiliate thereof) being hereinafter referred to as an “Acquisition Proposal”), (ii) have any discussions with or provide any confidential information or data relating to Xxxxx or any of its Subsidiaries to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or (ziii) approve, recommend, execute or enter into, or propose to approve, recommend, execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other transaction agreement related to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement entered into pursuant to Section 6.4(b)(i)) or propose or agree to do any of the consummation foregoing. Nothing in this Section 6.4 shall prohibit Xxxxx, or its Board of which would reasonably Directors, directly or indirectly through any officer, employee or Representative, informing any person that Xxxxx is a party to this Agreement and referring such person to this Section 6.4. (b) Notwithstanding anything in this Agreement to the contrary, Xxxxx or the Xxxxx Board shall be expected permitted to prevent (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2, or materially delay make any “stop-look-listen” communication to the Company Xxxxx stockholders pursuant to Rule 14d-9(f), each as promulgated under the Exchange Act with regard to an Acquisition Proposal, provided that this Section 6.4(b)(A) shall not permit Xxxxx or the Xxxxx Board to make a Change in Xxxxx Recommendation except as expressly permitted by Section 6.4(b)(C) or Section 6.4(b)(D), (B) engage in any discussions or negotiations with, or provide any confidential information or data and afford access to the business, properties, assets, books or records of Xxxxx or any of its Subsidiaries to, any person in response to an unsolicited (after the date hereof) bona fide, written Acquisition Proposal by any such person made after the date hereof under circumstances not resulting from performing its obligations under any breach of this Section 6.4, (C) effect a Change in Xxxxx Recommendation or terminate this Agreement in accordance with Section 8.1(h) in order to enter into a binding written agreement with respect to a Superior Proposal, in each case in response to an unsolicited (after the date hereof) bona fide written Acquisition Proposal by any material respect such person made after the date hereof under circumstances not resulting from any breach of this Section 6.4 or materially delay consummating (D) effect a Change in Xxxxx Recommendation in response to an Intervening Event, in each case if and only to the transactions contemplated hereby, other than, extent that: (i) in the case of clauses clause (xB) above, (I) the Xxxxx Stockholders Meeting has not occurred, (II) Penny has complied with this Section 6.4 in all material respects, (III) the Penny Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal and (IV) prior to providing any information or data or access (in each case as described in clause (B) above) to any person in connection with an Acquisition Proposal, Penny shall enter into a confidentiality agreement with such person having provisions as to confidentiality that are no less favorable to Penny than those contained in the Confidentiality Agreement (an “Acceptable Confidentiality Agreement”), provided that such confidentiality agreement shall not prohibit compliance by Penny with any of the provisions of this Section 6.4; (ii) in the case of clause (C) above, (I) the Penny Stockholders Meeting has not occurred, (II) Penny has complied with this Section 6.4 in all material respects, (III) the Penny Board, after consultation with its financial advisors and outside legal counsel, has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal and, after consultation with its outside legal counsel, has determined in good faith that failure to take such action would be inconsistent with the fiduciary duties of the directors of Penny under applicable law and that, (IV) Penny has notified Navy in writing, at least three Business Days in advance, of its intention to effect such action (which notice shall include a copy of the relevant proposed transaction agreements and a copy of any financing commitments relating thereto); provided that such notice shall be given again in the event of any revision to the financial terms or other material terms such Superior Proposal; provided, further, however, that such subsequent three Business Day notice period shall be shortened to the longer of two Business Days and the time remaining on the prior notice period if the only change to the material terms of such Superior Proposal is a change of price, (V) prior to taking such action, Penny has, and has caused its financial and legal advisors to, negotiate with Navy in good faith to enable Navy to propose in writing revisions to the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, and (VI) following the end of such notice period, the Penny Board shall have considered in good faith any changes to this Agreement proposed in writing by Navy, and shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that notwithstanding such proposed changes, such Acquisition Proposal remains a Superior Proposal; and (iii) in the case of clause (D) above, (I) the Penny Stockholders Meeting has not occurred, (II) Penny has complied with this Section 6.4(b)(iii) in all material respects, (III) the Penny Board, after consultation with its outside legal counsel, has determined in good faith that failure to make a Change in Penny Recommendation would be inconsistent with the fiduciary duties of the directors of Penny under applicable law, provided, however, that such action shall not be in response to an Acquisition Proposal or a Superior Proposal (which is addressed in clause (ii) above), (yIV) Penny has notified Navy in writing, at least three Business Days in advance, of its intention to effect a Change in Penny Recommendation (which notice shall include a reasonable description of the Intervening Event that serves as the basis of such Change in Penny Recommendation); provided that such three Business Day notice shall be given again in the event of any change to the material facts and circumstances relating to such Intervening Event, (V) prior to effecting such a Change in Penny Recommendation, Penny has, and has caused its financial and legal advisors to, negotiate with Navy in good faith to enable Navy to propose in writing revisions the terms and conditions of this Agreement in such a manner that would obviate the need for making such Change in Penny Recommendation, and (VI) following the end of such notice period, the Penny Board shall have considered in good faith any changes to this Agreement proposed in writing by Navy, and shall have determined in good faith, after consultation with its outside legal counsel, that notwithstanding such proposed changes, the failure to make a Change in Penny Recommendation would be inconsistent with the fiduciary duties of the directors of Penny under applicable law. (c) Penny shall notify Navy as promptly as practicable of any request for information related to a potential Acquisition Proposal or any Acquisition Proposal received by Penny or any of its Representatives, orally and in writing, indicating, in connection with such notice, the identity of such person and the material terms and conditions of any such Acquisition Proposal (including a copy thereof if in writing and any related available material documentation or correspondence), and in any event Penny shall provide written notice to Navy of such Acquisition Proposal or requests for information and initiation of such discussions or negotiations by the end of the Business Day (New York time) following the day on which such event occurs. Penny agrees that it will keep Navy promptly and reasonably apprised of the status and material terms of any such Acquisition Proposal (including whether withdrawn or rejected) and the status and nature of all information requested, and in any event Penny shall provide Navy with written notice of any material development with respect to any of the foregoing by the end of the Business Day (z)New York time) following the day on which such development occurs. Penny also agrees to provide Navy with any information that it provides to the third party making the request therefor substantially contemporaneously with providing such information to such third party, unless Navy has already been provided with such information. (d) Penny (i) will and will cause its Subsidiaries, and its and their Representatives to, cease immediately and terminate any and all existing solicitation, knowing encouragement, knowing facilitation, discussions or negotiations with any third parties (other than Navy and its affiliates and its and their Representatives) conducted heretofore with respect to any Acquisition Proposal, (ii) will not, and will cause its Subsidiaries not to, release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal and (iii) will and will cause its Subsidiaries to enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, including by seeking to obtain injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court having jurisdiction. Penny agrees that it will use reasonable best efforts to promptly inform its and its Subsidiaries’ respective directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 6.4. Penny shall, if it has not already done so, promptly request, to the extent it has a contractual right to do so, that each person, if any, that has heretofore executed a confidentiality agreement within the twelve months prior to the date hereof in connection with its consideration of any Acquisition Proposal return or destroy all confidential information or data heretofore furnished to any person by or on behalf of Penny or any of its Subsidiaries. (e) For purposes of this Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal that the Penny Board determines in good faith, after consultation with its financial advisors and outside legal counsel, taking into account all legal, financial, regulatory, timing and other aspects of the proposal, all conditions contained therein and the person making the proposal, is more favorable to the stockholders of Penny, from a financial point of view, than the transactions contemplated by this Agreement (after giving effect to any adjustments to the terms and provisions of this Agreement committed to in writing by Penny in response to such proposal or offer being hereinafter referred to as an (Acquisition Proposal); provided that, for purposes of this definition of “Superior Proposal,” the term “Acquisition Proposal”), (B) directly or indirectly, engage ” shall have the meaning assigned to such term in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access except that the reference to “15% or furnish information with respect to more” in the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect definition of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such “Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company ” shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause be deemed to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect a reference to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto“50%”.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall commercially reasonable efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of the consolidated assets (xincluding without limitation stock of Subsidiaries) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or and its Subsidiaries representing 15Subsidiaries, taken as a whole, having an aggregate value equal to 10% or more of the consolidated assets market capitalization of the Company, or any purchase or sale of, or tender or exchange offer for, 10% or more of the equity securities of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer (other than a proposal or offer made by the other party or an affiliate thereof or any proposal or offer made in conjunction with Specified Efforts) being hereinafter referred to as an (“"Acquisition Proposal”"). The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall use its commercially reasonable efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Notwithstanding anything in this Agreement to the contrary, the Company or the Company's Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly effect a Change in the Company Recommendation in accordance with Section 5.01(b), or indirectly, (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal or by any such Person, if and only to the extent that, in any such case as is referred to in clause (C), (i) otherwise cooperate in any way withthe Company's Stockholders Meeting shall not have occurred, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of (ii) the foregoing; provided, however, that if the Company's Board of Directors of the Company, concludes in good faith, and faith (I) after consultation with its independent financial advisor, that there is a reasonable likelihood that such Acquisition Proposal could result in a Superior Proposal, and (II) after consultation with its outside counsel and financial advisorslegal counsel, determines that the failure to take such action would could be reasonably likely expected to result in a breach of its fiduciary duties under applicable law, (iii) prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the 's Board of Directors receives from such Person an executed confidentiality agreement customary for a transaction of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably this type (provided that such agreement shall not be expected required to lead to, a Superior Proposalcontain standstill provisions), and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1iv) provide access prior to providing any information or furnish information with respect data to the Company and its Subsidiaries to the any Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in or entering into discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any LawPerson, the Company shall notifies Parent promptly provide of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to Parent be initiated or continued with, any non-public information that is provided to the Person making such Acquisition Proposal or of its representatives which was not previously provided to Parent indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or Merger Suboffers. The Company agrees that it will promptly keep Parent informed of the status and its Subsidiaries terms of any such proposals or offers and the status and terms of any such discussions or negotiations. The Company agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possessionProposal. The Company agrees that it will use commercially reasonable efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in this Section 5.04. Nothing in this Section 5.04 shall also promptly (within 24 hours and, x) permit Parent or the Company to terminate this Agreement (except as specifically provided in any event, prior to taking any action contemplated by clause (1Article 7 hereof) or (2y) affect any other obligation of Parent or the Company under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors Sicor shall not, (ii) nor shall it shall cause permit or authorize any of its Subsidiaries or any officer, director, employee, agent or representative (including accountants, attorneys and investment bankers) of Sicor or any of its Subsidiaries’ officers and directors not Subsidiaries to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowinglysolicit, encourage or otherwise facilitate (including by way of furnishing confidential information) any inquiries or the making of any proposal or offer offer, with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, (i) any merger, consolidation or other reorganization, share exchange, business combination, of (x) an equity interest representing a 15% recapitalization, consolidation, liquidation, dissolution or greater economic similar transaction involving Sicor or voting interest in the Companyits Significant Subsidiaries, (yii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of the assetsassets or equity securities of Sicor or any of its Subsidiaries, securities or other ownership interests of or in the Company or its Subsidiaries representing each case comprising 15% or more in value of Sicor and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions or (iii) any purchase or sale of, or tender offer or exchange offer for, fifteen percent (15%) or more of the consolidated assets outstanding shares of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement Sicor Common Stock (any such proposal or offer (other than a proposal or offer by Teva) being hereinafter referred to as an (“Acquisition Proposal”). Sicor shall not, nor shall it permit or authorize any of its Subsidiaries or any officer, director, employee, agent or representative (Bincluding accountants, attorneys and investment bankers) of Sicor or any of its Subsidiaries to, directly or indirectly, (a) engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, or have any discussions (other than discussions that only refer to this Section and Sicor’s agreement not to engage in further discussions) with, any Person relating toto an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement or accept an Acquisition Proposal, (b) withdraw or modify, or propose to withdraw or modify, its approval or recommendation of this Agreement or the transactions contemplated hereby, including the Merger, (c) approve, recommend, endorse or resolve to approve, recommend or endorse an Acquisition Proposal or (Cd) otherwise cooperate in enter into any way withletter of intent or similar document contemplating, or assist enter into any agreement (other than a confidentiality agreement entered into in accordance with clause (A) below or participate ina joint defense agreement with a party that has entered into such a confidentiality agreement) with respect to, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoingan Acquisition Proposal; provided, however, that if nothing contained in this Agreement shall prevent the Board of Directors of Sicor or its representatives (including accountants, attorneys and investment bankers) from (A) furnishing information to a third party in response to an unsolicited bona fide written Acquisition Proposal by such third party pursuant to a confidentiality agreement which may include changes necessary in order to allow Sicor to be able to comply with this Agreement but with terms and conditions similar to the CompanyConfidentiality Agreement (provided that such confidentiality agreement may not include any provision granting any such Person or group an exclusive right to negotiate with Sicor), concerning Sicor and its business, properties or assets, (B) engaging in discussions or negotiations with such third party, (C) following receipt of a bona fide unsolicited written Acquisition Proposal, taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act, (D) following receipt of a bona fide unsolicited written Acquisition Proposal, recommending such an Acquisition Proposal to its stockholders or adopting an agreement relating to such Acquisition Proposal, (E) following receipt of a bona fide unsolicited written Acquisition Proposal, failing to make or withdrawing or modifying its recommendation or declaration of advisability of the Merger or adoption of this Agreement, (F) taking any non-appealable, final action ordered to be taken by Sicor by any court of competent jurisdiction and/or (G) making any disclosure or filing, in good faithits reasonable judgment after receiving advice from outside counsel, that is required by Law (including, without limitation, the DGCL and after consultation with outside counsel the rules and financial advisorsregulations promulgated under the federal securities laws), stock exchange rules or the rules, regulations, order or request of any Governmental Entity (including the SEC), but in each case referred to in the foregoing clauses (A) through (E) only if (i) the Sicor Requisite Vote has not been obtained, (ii) if such third party has submitted a Superior Proposal which is pending at the time Sicor determines that the failure to take such action would be reasonably likely to result or, in a breach the cases of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares action pursuant to the Offerclauses (A) and (B), the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of Sicor shall have concluded in good faith that such bona fide Acquisition Proposal would reasonably be expected to constitute or result in a Superior Proposal, and (iii) the Company determines, Sicor Board of Directors determines in good faith, after consultation with outside counsel counsel, that a failure to take such action would be inconsistent with the discharge of the Sicor Board of Director’s fiduciary duties to the Sicor stockholders under Delaware Law; provided, further, that the Board of Directors of Sicor shall not take any of the foregoing actions referred to in clauses (D) and financial advisors(E) above, constitutesuntil at least three (3) calendar days shall have passed following Teva’s receipt of written notice from Sicor advising Teva that the Sicor Board of Directors has received such a Superior Proposal which it intends to accept, or would reasonably be expected to lead to, a specifying the material terms and conditions of such Superior Proposal, and which Acquisition Proposal did Teva does not result from a breach make an offer that the Sicor Board of this Section 6.4(a)Directors shall have concluded in its good faith judgment, after consultation with its financial advisors and outside counsel, is as favorable (1taking into account the termination fee payable hereunder) provide access to Sicor’s stockholders as such Superior Proposal. Sicor will promptly (and in any event within one business day) notify Teva in writing, of the existence of any material proposal, material discussion, material negotiation or furnish information material inquiry received by Sicor with respect to any Acquisition Proposal, and Sicor will immediately communicate to Teva the Company material terms of any proposal, discussion, negotiation or inquiry which it may receive and its Subsidiaries to the identity of the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including proposal or inquiry or engaging in respect of standstill provisions) and (2) engage in discussions such discussion or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall negotiation. Sicor will promptly provide to Parent Teva any non-public material information that is concerning Sicor provided to the any other Person making such Acquisition Proposal or its representatives which that was not previously provided to Parent Teva on the same day as the providing of any such information to any other Person. Sicor will keep Teva reasonably informed of the status and details of any such Acquisition Proposal (including modifications or Merger Subproposed modifications thereto). The Company and its Subsidiaries Without prejudice to any actions permitted to be taken by Sicor pursuant to the immediately preceding paragraph, Sicor agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that any such Person Proposal. In addition, Sicor shall promptly request that each Person who has heretofore executed a confidentiality agreement in connection with such Person’s consideration of an Acquisition Proposal return or destroy any all confidential information heretofore furnished to such Person by or on behalf of Sicor in accordance with such confidentiality agreement. Sicor shall not release any third party from, or waive any provision of, any such confidentiality agreement or any other confidentiality or standstill agreement to which Sicor is a party. Sicor agrees that it will take the necessary steps to promptly inform the individuals or entities referred to in the first sentence hereof of the Company obligations undertaken by Sicor in this Section 7.2. Nothing in this Section 7.2 shall (x) permit Sicor to terminate this Agreement (except as specifically provided in Article IX hereof) or its Subsidiaries (y) affect any other obligation of Sicor under this Agreement. Notwithstanding anything to the contrary contained in its possession. The Company shall also promptly (within 24 hours and, this Section 7.2 or elsewhere in any eventthis Agreement, prior to taking the Effective Time, Sicor may, in connection with a possible Acquisition Proposal, refer any action contemplated by clause (1third party to this Section 7.2 and Section 9.5(b) or (2) and make a copy of this Section 6.4(a)7.2 and Section 9.5(b) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely available to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoa third party.

Acquisition Proposals. (a) The Company Without limiting any party’s other obligations under this Agreement (including under ARTICLE IV hereof), each of StorCOMM and CCA agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Companyany Acquisition Proposal, (yii) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) have any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure foregoing related to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach . (b) For purposes of this Section 6.4(a)Agreement, “Acquisition Proposal” means (1i) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherStorCOMM, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer from any Person with respect to (A) any purchase or sale of a business or asset of StorCOMM and its Subsidiaries that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity constitutes 20% or more of the net revenues, net income or assets of StorCOMM and its Subsidiaries, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving StorCOMM or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC), or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of StorCOMM that, if consummated, would result in any Person making (or the stockholders of such Acquisition Proposal Person) beneficially owning securities representing 20% or more of the total voting power of StorCOMM (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by CCA or an affiliate thereof), and (ii) with respect to CCA, any inquiry, proposal or offer from any Person with respect to (A) any purchase or sale of a business or asset of CCA and its Subsidiaries that constitutes 20% or more of the material terms net revenues, net income or assets of CCA and conditions its Subsidiaries, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CCA or any of its Significant Subsidiaries or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of CCA that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the total voting power of CCA (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by StorCOMM or an affiliate thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto).

Acquisition Proposals. (a) The Company agrees that (i) Without limiting Seller’s other obligations under this Agreement (including under Section 8.1(a) hereof), Seller agrees that it and its officers and directors shall will not, and will cause Seller Subsidiary and each of their respective officers, directors, employees, agents and representatives (iiincluding any investment banker, attorney or accountant retained by it) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (A) initiate, solicit or knowinglysolicit, knowingly encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly provide any confidential information to any Person relating to an Acquisition Proposal, or indirectly, engage in any discussions or negotiations concerningconcerning an Acquisition Proposal, provide access (C) approve or recommend, or propose publicly to its properties approve or furnish or provide access to its, books and records or any confidential information or data torecommend, any Person relating to, an Acquisition Proposal or (CD) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect foregoing related to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly Proposal. (within 24 hours and, in any event, prior to taking any action contemplated by clause (1ii) or (2) For purposes of this Section 6.4(a)) notify Parent of the receipt of any Agreement, “Acquisition Proposal or Proposal” means any inquiry, proposal or offer from any Person with respect to (A) any purchase that is reasonably likely to lead constitutes 10% or more of the Assets or the Business of Seller and Seller Subsidiary, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Seller or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC), or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of Seller that, if consummated, would result in any Person, or the stockholders of such Person (other than existing stockholders beneficially owning securities in excess of 10% of the total voting power of Seller, each of which existing stockholders may acquire beneficial ownership of up to an Acquisition Proposal after the date hereof, which notice shall include the identity additional 5% of the Person making total voting power of Seller), beneficially owning securities representing 10% or more of the total voting power of Seller (or of the surviving parent entity in such Acquisition Proposal transaction) or any of its Significant Subsidiaries, including any single or multi-step transaction or series of related transactions (other inquiry, than a proposal or offer made by Buyer or an Affiliate thereof); provided, however, the foregoing shall not prohibit Seller or Seller Subsidiary from negotiating, executing or consummating any proposed acquisition of a company in the digital theater business or from issuing shares of common stock of Seller up to an aggregate of 20% of the total voting power of Seller in connection with each such acquisition and up to an aggregate of 35% of the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised total voting power of any related material developments, discussions and negotiations related theretoSeller in connection with all such acquisitions.

Acquisition Proposals. (a) The Without limiting any of its other obligations under this Agreement, the Company agrees that (i) it none of the officers or directors of the Company or any of the Company Subsidiaries shall, and its officers and directors shall not, (ii) that it shall direct and use its reasonable best efforts to cause its Subsidiaries the Company and its the Company Subsidiaries’ officers ' employees, agents and directors representatives (including any investment banker, attorney or accountant retained by it or any of the Company Subsidiaries) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, knowingly encourage or facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect (including without limitation an offer to stockholders of the direct or indirect acquisitionCompany) for a transaction to effect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% or greater economic or voting interest the Company Subsidiaries that, if consummated would result in the Company, (y) the assets, securities or other ownership interests stockholders of or in the Company immediately prior to the consummation of such transaction beneficially owning less than 80% of the voting power of the Company immediately after the consummation of such transaction, or its Subsidiaries representing 15any purchase or sale of 50% or more of the consolidated assets (including without limitation stock of the Company Subsidiaries) of the Company and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of the Company that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of the total voting power of the Company (or of the surviving parent entity in such transaction) or any of the material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement Company Subsidiaries (any such proposal, offer or transaction, other than a proposal or offer made by Parent or an affiliate thereof, being hereinafter referred to as an (“"Acquisition Proposal”"); (ii) have -------------------- any discussion with or provide any confidential information or data to any person relating to an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal; (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, the Company or its Board of Directors shall be permitted at any time prior to the time of the Stockholders' Meeting (i) to the extent applicable, (By) directly to comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal and (z) to make disclosure to the Company's stockholders that, in the good faith judgment of the Company's Board of Directors after consultation with outside counsel, is required under applicable law; (ii) to withdraw or indirectlychange the recommendation of the Company's Board of Directors in respect of the Offer, the Merger or this Agreement or to approve or recommend or to propose publicly to approve or recommend any Acquisition Proposal; (iii) to engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, person in response to an unsolicited bona fide written Acquisition Proposal ---- ---- by any such person; or (Civ) otherwise cooperate to enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement, with respect to a Superior Proposal (as defined below), if and only to the extent that, in any way withsuch case referred to in clause (ii), (iii) or assist (iv), (A)(x) in the case of clause (ii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and the ---- ---- Company's Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal and (y) in the case of clause (iii) above, the Company's Board of Directors concludes in good faith that such Acquisition Proposal reasonably could be expected (without any change in the amount or participate intype of consideration offered) to constitute a Superior Proposal, facilitate or encourage(B) in the case of clause (ii), any effort or attempt by any other Person to do or seek to do any of the foregoing; provided(iii) and (iv) above, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faithDirectors, after consultation with outside counsel and financial advisorscounsel, constitutesdetermines in good faith that taking such action is necessary in order for the Board of Directors to comply with its fiduciary duties under applicable law, (C) prior to the Company's Board of Directors taking or would reasonably be expected authorizing any action described in clause (ii) or clause (iv) above, Parent shall have been afforded the right for at least three business days to lead to, a Superior amend the terms of the Offer in response to such Acquisition Proposal, and which Acquisition Proposal did not result (D) prior to providing any information or data to any person, the Board of Directors receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary person an executed confidentiality agreement having provisions that is are customary in such agreements, as advised by counsel, and no less restrictive of such person than the Confidentiality Agreement (including in respect of standstill provisions) Agreement, and (2E) engage in prior to providing any information or data to any person or entering into discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Lawperson, the Company shall notifies Parent promptly provide of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to Parent be initiated or continued with, any non-public information that is provided to the Person making such Acquisition Proposal or of its representatives which was not previously provided to Parent indicating, in connection with such notice, the name of such person and the material terms and conditions of any inquiries, proposals or Merger Sub. offers. (c) The Company and its Subsidiaries agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possessionProposal. The Company shall also promptly request each person that within the past 13 months has executed a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal to return (within 24 hours andor, if required under the provisions of the confidentiality agreement, destroy) all confidential information previously furnished to such Person. The Company will promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken in any event, prior this Section 8.2. (d) Nothing in this Section 8.2 shall (i) permit the Company to taking any action contemplated by clause terminate this Agreement (1except as specifically provided in Article VIII hereof) or (2ii) affect any other obligation of the Company. The Company shall not submit to the vote of its stockholders any Acquisition Proposal other than the Merger. (e) As used in this Section 6.4(aAgreement, "Superior Proposal" means a bona fide ----------------- ---- ---- written proposal made by a person other than Parent or an affiliate of Parent which the Company's Board of Directors concludes in good faith (following receipt of the advice of its financial advisors and after consultation with outside legal counsel), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a transaction that is more favorable to the Company's stockholders (in their capacities as stockholders), from a financial point of view, than the transactions contemplated by this Agreement and (ii) is probable of completion. (f) The Company shall (i) notify Parent of the promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any inquiry, proposal or offer indication that any person is reasonably likely to lead to considering marking an Acquisition Proposal after Proposal) or any request for non-public information relating to the date hereofCompany or any of its Subsidiaries or for access to the properties, which notice shall include the identity books or records of the Person making Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal Proposal, indication or other inquiryrequest and (iii) upon reasonable request by Parent, proposal provide Parent with all material information about any such Acquisition Proposal, indication or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretorequest.

Acquisition Proposals. (a) The Company Without limitation on any of such party's other obligations under this Agreement (including under Article V hereof), each of America Online and Time Warner agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (x) an equity interest representing a 15% as defined in Rule 1-02 of Regulation S-X of the SEC and, with respect to Time Warner, including TWE), or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including without limitation stock of its Subsidiaries) of such party and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, the equity securities of such party that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the Company and total voting power of such party (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party or an Affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in this Agreement to the contrary, each of America Online and Time Warner or its respective Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly effect a Change in the America Online or indirectlyTime Warner Recommendation, as the case may be, or (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the extent that, in any such case referred to in clause (B) or (C), (i) its Stockholders Meeting shall not have occurred, (ii) (x) in the case of clause (B) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below) and (y) in the case of clause (C) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, (iii) in the case of clause (B) or (C) otherwise cooperate in any way withabove, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the its Board of Directors of the CompanyDirectors, in good faith, and after consultation with outside counsel and financial advisorscounsel, determines in good faith that the failure to take such action would be reasonably likely to result in a breach of inconsistent with its fiduciary duties to the Company’s shareholders under applicable Law, then at any time (iv) prior to the acceptance for payment of Shares pursuant providing any information or data to the Offer, the Company and its representatives may, any Person in response to a written connection with an Acquisition Proposal that the by any such Person, its Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement having provisions that is no are customary in such agreements, as advised by counsel, provided that if such confidentiality agreement contains provisions that are less restrictive than the comparable provision, or omits restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality Agreement (including in respect of standstill will be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions) , as the case may be, and (2v) engage in discussions prior to providing any information or negotiations with the data to any Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, entering into discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that Person, such party notifies the other party promptly of such inquiries, proposals or offers received by, any such Person shall promptly return information requested from, or destroy any confidential information such discussions or negotiations sought to be initiated or continued with, any of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours andrepresentatives indicating, in any eventconnection with such notice, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.name of

Acquisition Proposals. (a) The Company Without limiting any party's other obligations under this Agreement (including under Article IV hereof), each of GlobespanVirata and Conexant agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Companyany Acquisition Proposal, (yii) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) have any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure foregoing related to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach . (b) For purposes of this Section 6.4(a)Agreement, "Acquisition Proposal" means (1i) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherGlobespanVirata, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer from any Person with respect to (A) any purchase or sale of a business or asset of GlobespanVirata and its Subsidiaries that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity constitutes 30% or more of the net revenues, net income or assets of GlobespanVirata and its Subsidiaries, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GlobespanVirata or any of its Significant Subsidiaries (as defined in Rule 1-02 of Regulation S-X of the SEC), or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of GlobespanVirata that, if consummated, would result in any Person making (or the stockholders of such Acquisition Proposal Person) beneficially owning securities representing 30% or more of the total voting power of GlobespanVirata (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by Conexant or an affiliate thereof), and (ii) with respect to Conexant, any inquiry, proposal or offer from any Person with respect to (A) any purchase or sale of a business or asset of Conexant and its Subsidiaries that constitutes 30% or more of the material terms net revenues, net income or assets of Conexant and conditions its Subsidiaries, taken as a whole, (B) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Conexant or any of its Significant Subsidiaries or (C) any purchase or sale of, or tender or exchange offer for, the equity securities of Conexant that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 30% or more of the total voting power of Conexant (or of the surviving parent entity in such transaction) or any of its Significant Subsidiaries, including any single or multi-step transaction or series of related transactions (other than a proposal or offer made by GlobespanVirata or an affiliate thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto).

Acquisition Proposals. (a) The Company Subject to Section 6.8(c) through Section 6.8(h), PRE agrees that (i) that, from the date of this Agreement until the Effective Time or, if earlier, the date of termination of this Agreement in accordance with Article VIII, neither it nor any of its Subsidiaries shall, and its officers and directors shall not, (ii) it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ agents directors, officers, employees, agents, investment bankers, attorneys, accountants and other representatives (“Representatives”) not to, in each case (A) directly or indirectly, : (i) initiate, solicit or knowingly, take any action to knowingly facilitate or knowingly encourage or facilitate (including by way of furnishing information) any inquiries or requests for information with respect to, the making of any proposal of, or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) any other transaction the consummation of which would that could reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebyresult in, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”); (ii) enter into, (B) directly participate or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential non-public information or data torelating to it or any of its Subsidiaries to any Person or afford access to the resources, properties, assets, books or records of it or any of its Subsidiaries to any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way connection with, or assist in response to an Acquisition Proposal, or participate inany inquiry or indication of interest that could reasonably expected to result in an Acquisition Proposal; (iii) approve or recommend, facilitate or encouragepropose publicly to approve or recommend, any effort Acquisition Proposal; (iv) approve or attempt by recommend, or propose publicly to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger or amalgamation agreement, acquisition agreement, option agreement or other similar agreement relating to any Acquisition Proposal (each an “Acquisition Agreement”); (v) terminate, amend, release, modify or fail to enforce any provision (including any standstill or other provision) of, or grant any permission, waiver or request under, any confidentiality, standstill or similar agreement (including an Acceptable Confidentiality Agreement) or obligations of any Person to do (other than in respect of Parent); or seek (vi) propose publicly or commit, authorize or agree to do any of the foregoing; providedforegoing relating to any Acquisition Proposal. (b) Subject to Section 6.8(c) through Section 6.8(h), however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the Closing, neither the PRE Board nor any committee thereof shall, directly or indirectly: (i) withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw, modify or qualify, in a manner adverse to Parent, the PRE Board Recommendation; (ii) approve, adopt, recommend or declare advisable, or publicly propose to approve, adopt, recommend or declare advisable, any Acquisition Proposal; (iii) if a tender offer or exchange offer for any issued and outstanding shares PRE is commenced prior to obtaining the Requisite PRE Vote, fail to recommend against acceptance of such tender offer or exchange offer by its respective shareholders (including, for payment these purposes, by taking no position or a neutral position in respect of Shares the acceptance of such tender offer or exchange offer by its shareholders, which shall be deemed to be a failure to recommend against the acceptance of such tender offer or exchange offer) within five Business Days after commencement thereof (or in the event of a change in the terms of the tender offer or exchange offer, within five Business Days of the announcement of such changes); or (iv) fail to include the PRE Board Recommendation in the Proxy Statement (any action described in clauses (i)-(iv) above being referred to as a “Change of Recommendation”). (c) Notwithstanding the limitations set forth in Section 6.8(a) and Section 6.8(b), until the earlier of receipt of the Requisite PRE Vote and any termination of this Agreement pursuant to Section 8.1, if after the Offerdate of this Agreement, the Company and its representatives may, in response to PRE receives a written unsolicited bona fide Acquisition Proposal that the PRE Board of Directors of the Company determines, has determined in good faith, after consultation with its outside legal counsel and financial advisors, constitutes, : (i) constitutes a Superior Proposal; or (ii) would reasonably be expected likely to lead to, result in a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), then PRE may: (1A) provide access furnish or furnish disclose nonpublic information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant if, prior to a customary confidentiality agreement that is no less restrictive than furnishing such information, PRE receives from the third party an executed Acceptable Confidentiality Agreement (including in respect of standstill provisions) and (2B) engage in discussions or negotiations with such Person with respect to such Acquisition Proposal, in each case only if the Person making PRE Board determines in good faith, after consultation with its outside legal counsel that failure to do so would violate the fiduciary duties of the PRE Board under applicable Law. (d) Notwithstanding anything in this Agreement to the contrary, the PRE Board, at any time prior to the receipt of the Requisite PRE Vote, in response to the receipt of a written unsolicited bona fide Acquisition Proposal made or received after the date of this Agreement, shall be permitted to effect a Change of Recommendation, if the PRE Board determines in good faith, after consultation with its outside legal counsel and financial advisors, that: (i) failure to make such Change of Recommendation would violate the fiduciary duties of the PRE Board under applicable Law; and (ii) such Acquisition Proposal constitutes a Superior Proposal; provided, that the PRE Board shall not be permitted to make such a Change of Recommendation unless and until (1) at least five Business Days shall have passed following the Parent Board’s receipt of a written notice from PRE (the “Superior Proposal Notice”) that includes PRE’s reasons for the Change of Recommendation and the material terms and conditions of any Superior Proposal (including the identity of the party making such proposal and its representativesfinancing sources (if applicable), the most current version of the proposed agreement relating thereto and any agreement relating to such financing) regarding that is the basis of the proposed Change of Recommendation (it being understood and agreed that any amendment to the financial or other material terms (including the form or allocation of consideration) of such Superior Proposal shall require a new Superior Proposal Notice and a new five Business Day period during which PRE shall comply with the terms of this Section 6.8), (2) during such five Business Day period (x) the PRE Board shall have provided the Parent Board with a reasonable opportunity to make any adjustments to the terms and conditions of this Agreement and the Transactions so that such Acquisition Proposal ceases to be a Superior Proposal and shall negotiate with Parent in good faith with respect thereto, and (y) the PRE Board shall have determined in good faith at the end of such notice period and, after considering the results of such negotiations and the revised proposals made by Parent, if any, and after consultation with its outside legal counsel and financial advisor that the Superior Proposal, giving rise to such Superior Proposal Notice, continues to be a Superior Proposal and that the failure to make such a Change of Recommendation would violate its fiduciary duties under applicable Laws, and (3) the PRE Board has not materially breached its obligations under this Section 6.8. (e) Notwithstanding any Change of Recommendation or anything contained in this Agreement: (i) PRE shall call, give notice of, convene and hold the PRE Shareholders Meeting for the purpose of obtaining the Requisite PRE Vote, and nothing contained herein shall relieve PRE of such obligation, and such obligation shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to PRE of any Acquisition Proposal; provided further, however, that, subject (ii) the Proxy Statement and any and all accompanying materials may include appropriate disclosure with respect to such Change of Recommendation if and to the right of extent the Company PRE Board determines after consultation with outside legal counsel that the failure to withhold information where include such disclosure would contravene violate applicable Laws; and (iii) PRE shall not take any Law, the Company shall promptly provide action knowingly to Parent any non-public information that is provided to the Person making facilitate such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company including without limitation in connection with any approvals, except as required by applicable Law. (f) PRE agrees that it and its Subsidiaries will, and will cause their respective agents and representatives to, shall (i) immediately cease and cause to be terminated any existing activities, solicitations, discussions or negotiations negotiations, if any, with any Persons Person or its Representatives (other than the parties and their respective Representatives) conducted heretofore prior to the date of this Agreement with respect to any Acquisition Proposal Proposal, and will require shall request that any such Person shall promptly (together with its Representatives) that has executed a confidentiality agreement in connection with an Acquisition Proposal with it or any of its Subsidiaries within the 24-month period prior to the date hereof and that is in possession of confidential information heretofore furnished by or on behalf of it or its Subsidiaries, to return or destroy such information as promptly as practicable, (ii) immediately take all steps necessary (to the extent reasonably possible) to terminate any confidential information approval under any confidentiality, “standstill” or similar provision that may have been heretofore given by PRE to any Person to make an Acquisition Proposal and (iii) take the necessary steps to promptly inform its and its Subsidiaries’ Representatives of the Company or its Subsidiaries obligations undertaken in its possession. The Company shall also promptly this Section 6.8. (within 24 hours and, in any event, prior to taking any action contemplated by clause (1g) or (2) From and after the date of this Section 6.4(a)) Agreement, PRE shall promptly orally notify Parent of the receipt of any Acquisition Proposal request for information or any inquiryinquiries, proposal proposals or offer that is reasonably likely to lead offers relating to an Acquisition Proposal after indicating, in connection with such notice, the date hereof, which notice shall include the identity name of the such Person making such Acquisition Proposal or other request, inquiry, proposal or offer and the material terms and conditions thereofof any proposals or offers (including the identity of the party making such proposal and its financing sources (if applicable), the most current version of the proposed agreement relating thereto and will any agreement relating to such financing) and PRE shall provide Parent written notice of any such inquiry, proposal or offer within 24 hours of such event and copies of any written or electronic correspondence to or from any Person making an Acquisition Proposal. PRE shall keep Parent promptly and informed orally, as soon as is reasonably apprised practicable, of the status of any related material developmentsAcquisition Proposal, discussions including with respect to the status and negotiations related theretoterms of any such proposal or offer and whether any such proposal or offer has been withdrawn or rejected and PRE shall provide to Parent written notice of any such withdrawal or rejection and copies of any written proposals or requests for information within 24 hours. PRE also agrees to provide any information to Parent (not previously provided to Parent) that it is providing to another Person pursuant to this Section 6.8 at substantially the same time it provides such information to such other Person. All information provided to Parent under this Section 6.8 shall be kept confidential by Parent in accordance with the terms of the Confidentiality Agreement. (h) Nothing contained in this Agreement shall prevent the PRE Board from complying with its disclosure obligations to the PRE Shareholders contemplated by Rule 14d-9, 14e-2 or Item 1012(a) of Regulation M-A under the Exchange Act.

Acquisition Proposals. Prior to the Effective Time, Merry Land agrees that: (a) The Company agrees that neither it nor any Controlled Subsidiary of Merry Land shall (i) it and its officers and directors shall notinitiate, (ii) it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not tosolicit or encourage, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate, solicit or knowingly, encourage or facilitate (including by way of furnishing information) any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to the direct or indirect a merger, acquisition, including by way of a tender offer, exchange offer, mergerconsolidation, consolidation sale of assets or other business combination, similar transaction involving all or any significant portion of (xA) an equity interest representing the assets of Merry Land and the Merry Land Subsidiaries, taken as a 15% or greater economic or voting interest in the Companywhole, (yB) the assets, equity securities of Merry Land or other ownership interests (C) the equity securities of or in the Company or its Merry Land Subsidiaries representing 15% all or more a significant portion of the consolidated assets value of the Company Merry Land, and its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), than the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“"Acquisition Proposal”"), (Bii) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish concerning or provide access to its, books and records or any confidential non-public information or data to, or afford access to the properties, books or records of Merry Land or its subsidiaries, or have any Person discussions with, any person relating to, to an Acquisition Proposal or (C) otherwise cooperate in any way withProposal, or assist or participate in, otherwise facilitate or encourage, any effort or attempt to make or implement an Acquisition Proposal, (iii) enter into any agreement (other than a confidentiality agreement as contemplated by Section 4.1(d)), arrangement or understanding providing for or relating to an Acquisition Proposal (other than in a manner contemplated in this Section 4.1) or (iv) grant any other Person waiver or release under any standstill or similar agreement with respect to do any class of Merry Land securities; (b) it will use its best efforts not to permit any of its Subsidiaries which are not Controlled Subsidiaries, officers, directors, employees, financial advisors, attorneys, representatives or seek agents to do engage in any of the foregoing; provided, however, that if the Board of Directors of the Company, activities described in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a4.1(a), ; (1c) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and it will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons parties conducted heretofore with respect to any of the foregoing or that could reasonably be expected to lead to any Acquisition Proposal and will require that take the necessary steps to inform the individuals or entities referred to in Section 4.1(b) of the obligations undertaken in this Section 4.1; (d) it will notify Cornerstone immediately if Merry Land receives any such Person inquiries or proposals, or any requests for such information, or if any such negotiations or discussions are sought to be initiated or continued with it; (e) neither its Board of Directors nor any committee thereof shall promptly return (i) approve or destroy any confidential information of the Company recommend, or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours andpropose to approve or recommend, in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or (ii) approve or recommend any inquiryletter of intent, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereofagreement in principle, which notice shall include the identity of the Person making such Acquisition Proposal acquisition agreement or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of similar agreement related to any related material developments, discussions and negotiations related thereto.Acquisition Proposal;

Acquisition Proposals. (a) The Company Without limiting Alpha's other obligations under this Agreement (including under Article VI hereof), Alpha agrees that (i) from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any of its Subsidiaries shall, and its officers and directors shall not, (ii) it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' officers, directors, employees, agents and representatives (including any investment banker, attorney or accountant A-36 retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct effect, any Alpha Acquisition Proposal (as defined below), (ii) have any discussions with or indirect acquisitionprovide any confidential information or data to any Person relating to an Alpha Acquisition Proposal, including by way or engage in any negotiations concerning an Alpha Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Alpha Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Alpha Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Alpha Acquisition Proposal. (b) For purposes of this Agreement, "Alpha Acquisition Proposal" means any inquiry, proposal or offer from any Person with respect to (A) a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Alpha or any of its Significant Subsidiaries (x) an equity interest representing a 15% or greater economic or voting interest as defined in Rule 1-02 of Regulation S-X of the CompanySEC), (yB) the assets, securities any purchase or sale or other ownership interests disposition of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of Alpha and its Subsidiaries, taken as a whole, or (C) any purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of Alpha that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of the Company and total voting power of Alpha (or of the surviving parent entity in such transaction) or any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebySignificant Subsidiaries, other than, including in the case of each of clauses (xA) through (C), any single or multi-step transaction or series of related transactions (y) and (z), the transactions contemplated by this Agreement (any such other than a proposal or offer being hereinafter referred made by Conexant or a Subsidiary thereof). (c) Notwithstanding anything in this Agreement to as the contrary, Alpha or its Board of Directors shall be permitted to (i) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an (“Alpha Acquisition Proposal”), (Bii) directly effect a Change in the Alpha Recommendation or indirectly, (iii) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, in response to an unsolicited bona fide written Alpha Acquisition Proposal by any such Person (which has not been withdrawn) in order to be informed with respect thereto in order to make any determination permitted in clause (ii), if and only to the extent that, in any such case referred to in clause (ii) or (iii), (A) the Alpha Stockholders Meeting shall not have occurred, (B) it has received an unsolicited bona fide written Alpha Acquisition Proposal from a third party (which has not been withdrawn) and (x) in the case of clause (ii) above, its Board of Directors concludes in good faith that such Alpha Acquisition Proposal constitutes a Superior Alpha Proposal and (y) in the case of clause (iii) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Alpha Acquisition Proposal would constitute a Superior Alpha Proposal, (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the its Board of Directors of the CompanyDirectors, in good faith, and after consultation with its outside counsel and financial advisorscounsel, determines in good faith that the failure to take such action would be reasonably likely to result in a breach of is required by its fiduciary duties to stockholders under Applicable Laws as a result of such Alpha Acquisition Proposal, (D) in the Company’s shareholders under applicable Lawcase of clause (ii) above, then at any time it shall provide Conexant immediate written notice of such action, (E) prior to the acceptance for payment of Shares pursuant providing any information or data to the Offer, the Company and its representatives may, any Person in response to a written connection with an Alpha Acquisition Proposal that the Board of Directors of the Company determinesby any such Person, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result it receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement that is no less restrictive than containing terms substantially the same as the Confidentiality Agreement (including in respect of standstill provisions) and (2F) engage in prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies Conexant promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, such Person or any of its representatives indicating, in connection with such notice, the name of such Person making and the material terms and conditions of any inquiries, proposals or offers, and furnishes to Conexant a copy of any such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided furtherwritten inquiry, however, that, subject to the right proposal or offer. Alpha agrees that it will promptly keep Conexant informed of the Company to withhold information where status and terms of any such disclosure would contravene proposals or offers and the status and terms of any Law, the Company shall such discussions or negotiations and will promptly provide to Parent Conexant with any non-public information such written proposals or offers. Alpha agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons conducted heretofore with respect to any Alpha Acquisition Proposal, and request the return or destruction of all non- A-37 public information furnished in connection therewith. Alpha agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and representatives of the obligations undertaken by Alpha in this Section 7.5. Nothing in this Section 7.5 shall (x) permit Alpha to terminate this Agreement (except as specifically provided in Article IX) or (y) affect any other obligation of Alpha or Conexant under this Agreement. Alpha shall not submit to the vote of its stockholders any Alpha Acquisition Proposal other than the Merger. (d) For purposes of this Agreement, "Superior Alpha Proposal" means a bona fide written Alpha Acquisition Proposal (for purposes of this definition of "Superior Alpha Proposal", references to 20% in the definition of "Alpha Acquisition Proposal" shall be deemed to be references to 50%) made by a Person other than a party hereto which is on terms which the Board of Directors of Alpha in good faith concludes (following receipt of the advice of its financial advisors), taking into account, among other things, all legal, financial, regulatory and will require other aspects of the proposal and the Person making the proposal, (x) would, if consummated, result in a transaction that is more favorable to its stockholders (in their capacities as stockholders), from a financial point of view, than the transactions contemplated by this Agreement and (y) is reasonably likely to be completed. (e) Without limiting Conexant's other obligations under this Agreement (including under Article VI hereof), Conexant agrees that from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, neither it nor any such Person of its Subsidiaries shall, and it shall promptly return use its reasonable best efforts to cause its and its Subsidiaries' officers, directors, employees, agents and representatives (including any investment banker, attorney or destroy accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to effect, any Washington Acquisition Proposal (as defined below), (ii) have any discussions with or provide any confidential information of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours anddata to any Person relating to a Washington Acquisition Proposal, or engage in any eventnegotiations concerning a Washington Acquisition Proposal, prior or knowingly facilitate any effort or attempt to taking make or implement a Washington Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Washington Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Washington Acquisition Proposal. (f) For purposes of this Agreement, "Washington Acquisition Proposal" means any inquiry, proposal or offer that is reasonably likely from any Person with respect to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity any purchase or sale or other disposition of 20% or more of the Person making such Acquisition Proposal consolidated assets (including stock of subsidiaries) of the Washington Business, including any single or multi-step transaction or series of related transactions (other inquiry, than a proposal or offer and the material terms and conditions made by Alpha or a Subsidiary thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto).

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause direct and use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, initiate, solicit or knowingly, encourage or take any other action to facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving, or any purchase or sale of (x) an equity interest representing a 15% all or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more any significant portion of the consolidated assets of the Company and its Subsidiaries Subsidiaries, taken as a whole, or (z) 25% or more of the equity securities of, it or any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement material equity interest in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement its Significant Subsidiaries (any such proposal or offer (other than a proposal or offer made by Parent or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), provided, however, that the Company may take any of the foregoing actions to the extent such actions are in connection with any transaction permitted under Section 4.1(d)(ii), (Bd)(iii) or (d)(iv) so long as the action is not reasonably expected to interfere with or delay the consummation of the Merger. The Company further agrees that neither it nor any of its Subsidiaries nor any of the officers and directors of it or its Subsidiaries shall, and that it shall direct and use its best efforts to cause its and its Subsidiaries' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, directly or indirectly, engage in have any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of accept an Acquisition Proposal. Notwithstanding the foregoing; provided, however, that if the Company or its Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure shall be permitted to take such action would be reasonably likely to result in a breach of its fiduciary duties (A) to the Company’s shareholders extent applicable, comply with Rule 14e-2(a) promulgated under applicable Law, then at any time prior the Exchange Act with regard to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such an Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will cause their respective agents and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal and will require that any such Person shall promptly return or destroy any confidential information of the Company or its Subsidiaries in its possession. The Company Board of Directors shall also promptly (within 24 hours and, in not be permitted to recommend any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiryunless it would be permitted to do so in accordance with clause (B) below, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.(B) in

Acquisition Proposals. (a) The Company agrees that (i) it and its officers and directors shall will not, (ii) nor will it shall cause its Subsidiaries and its Subsidiaries’ officers and directors not authorize or permit any Representative of the Company to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, initiate(i) solicit, solicit initiate or knowinglyencourage the submission of any Acquisition Proposal or (ii) participate in any discussions or negotiations regarding, encourage or facilitate (including by way of furnishing information) furnish to any person any information in respect of, or take any other action to facilitate, any Acquisition Proposal or any inquiries or the making of any proposal or offer with respect to the direct or indirect acquisition, including by way of a tender offer, exchange offer, merger, consolidation or other business combination, of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 15% or more of the consolidated assets of the Company and its Subsidiaries or (z) that constitutes any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would may reasonably be expected to lead to, a Superior to an Acquisition Proposal, and which Acquisition Proposal did not result from a breach . The Company shall notify Parent of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such any Acquisition Proposal (including the material terms and conditions thereof, any subsequent modifications thereto and the identity of the person making it) as promptly as practicable after its representatives) pursuant to receipt thereof, and shall provide Parent with a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect copy of standstill provisions) and (2) engage in discussions or negotiations with the Person making such any written Acquisition Proposal (or amendments or supplements thereto. Immediately after the execution and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right delivery of the Company to withhold information where such disclosure would contravene any Lawthis Agreement, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries will, and will use its commercially reasonable efforts to cause its affiliates and their respective agents and representatives Representatives to, immediately cease and cause to be terminated terminate any existing activities, discussions or negotiations with any Persons parties conducted heretofore with in respect to of any possible Acquisition Proposal and will require that Proposal. "Acquisition Proposal" means an inquiry, offer or proposal regarding any such Person shall promptly return of the following (other than the transactions contemplated by this Agreement) involving the Company: (w) any merger, consolidation, share exchange, recapitalization, business combination or destroy other similar transaction; (x) any confidential information sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of the Company in a single transaction or its Subsidiaries series of related transactions; (y) any tender offer or exchange offer for 20% or more of the outstanding shares of Company Common Stock or the filing of a registration statement under the Securities Act in its possession. The Company shall also promptly connection therewith; or (within 24 hours andz) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any event, prior to taking any action contemplated by clause (1) or (2) of this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoforegoing.

Acquisition Proposals. (a) The Company Chase and Xxxxxx each agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable best efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of its Significant Subsidiaries (xother than any such transaction permitted by Section 4.1(e) an equity interest representing a 15% or greater economic or voting interest in the Companycase of Xxxxxx, (yand Section 4.2(e) the assets, securities or other ownership interests of or in the Company case of Chase) or its Subsidiaries representing 15any purchase or sale of 20% or more of the consolidated assets (including, without limitation, stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the stockholders of such person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or any of its Significant Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), (ii) have any discussions with or provide any confidential information or data to any person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, either party to this Agreement or its respective Board of Directors shall be permitted to (A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, (B) directly effect a Change in Xxxxxx Recommendation or indirectlya Change in Chase Recommendation (as applicable, a "Change in Recommendation"), or (C) engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, person in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement, if and only to the extent that, in any such case referred to in clause (B) or (C): (i) otherwise cooperate such party's stockholders meeting to vote on the adoption of this Agreement shall not have occurred, (ii) such party has complied in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the all material respects with this Section 5.4, (iii) its Board of Directors of the CompanyDirectors, in good faith, and after consultation with outside counsel and financial advisorscounsel, determines in good faith that the failure to take such action would likely be inconsistent with its fiduciary duties under applicable law, (iv) in the case only of clause (B) above, (I) it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal (as defined below) (after giving effect to all of the concessions which may be offered by the other party to this Agreement pursuant to clause (III) below), (II) it has notified the other party to this Agreement, at least five business days in advance, of its intention to effect a Change in Recommendation, specifying the material terms and conditions of such Superior Proposal and furnishing to the other party to this Agreement a copy of any relevant proposed transaction agreements with the party making such Superior Proposal and any other material documents received by it or its representatives, and (III) prior to effecting such a Change in Recommendation, it has, and has caused its financial and legal advisors to, negotiate with the other party to this Agreement in good faith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal, (v) in the case only of clause (C) above, its Board of Directors concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which prior to providing any information or data to any person in connection with an Acquisition Proposal did not result by any such person, its Board of Directors receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect such person an executed confidentiality agreement having provisions that are no less favorable to the Company and its Subsidiaries party providing such information than those contained in the Confidentiality Agreement, and (vi) it notifies the other party to the Person making such Acquisition Proposal this Agreement as promptly as practicable (and its representatives) pursuant in any event within 24 hours of providing any confidential information or data to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in any person or entering into discussions or negotiations with any person), of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, it or any of its representatives indicating, in connection with such notice, the Person making identity of such Acquisition Proposal person and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to any related available documentation or correspondence). Each of Chase and Xxxxxx agrees that it will promptly keep the right other party informed of the Company to withhold information where status and terms of any such disclosure would contravene proposals or offers and the status and terms of any Law, the Company shall promptly provide to Parent any non-public information such discussions or negotiations. (c) Each of Chase and Xxxxxx agrees that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries (i) it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any activities, discussions or negotiations existing as of the date of this Agreement with any parties conducted heretofore with respect to any Acquisition Proposal, (ii) it will immediately cease and cause its Subsidiaries, and its and their officers, directors, agents, representatives and advisors, to cease any and all existing activities, discussions or negotiations with any Persons third parties conducted heretofore with respect to any Acquisition Proposal Proposal, and (iii) it will require not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its Subsidiaries is a party with respect to any Acquisition Proposal. Each of Chase and Xxxxxx agrees that any such Person shall it will use reasonable best efforts to promptly return or destroy any confidential information inform its respective directors, officers, key employees, agents and representatives of the Company or its Subsidiaries obligations undertaken in its possession. The Company this Section 5.4. (d) Nothing in this Section 5.4 shall also promptly (within 24 hours and, in any event, prior x) permit either party to taking any action contemplated by clause (1) terminate this Agreement or (2y) of this Section 6.4(a)) notify Parent affect any other obligation of the receipt parties under this Agreement. Neither party shall submit to the vote of its stockholders any Acquisition Proposal or any inquiryother than the Merger. (e) For purposes of this Agreement, proposal or offer that is reasonably likely to lead to an "Superior Proposal" means a bona fide written Acquisition Proposal which the Board of Directors of Chase or Xxxxxx, as the case may be, concludes in good faith, after the date hereofconsultation with its financial advisors and legal advisors, which notice shall include the identity taking into account all legal, financial, regulatory and other aspects of the Person proposal and the person making such the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), (i) is more favorable to the stockholders of Chase or Xxxxxx, as the case may be, from a financial point of view, than the transactions contemplated by this Agreement and (ii) is fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of "Superior Proposal," the term Acquisition Proposal shall have the meaning assigned to such term in Section 5.4(a), except that the reference to "20% or other inquirymore" in the definition of "Acquisition Proposal" shall be deemed to be a reference to "a majority" and "Acquisition Proposal" shall only be deemed to refer to a transaction involving voting securities of Chase or Xxxxxx, proposal or offer and as the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretocase may be.

Acquisition Proposals. (a) The Company Each of Globespan and Virata --------------------- agrees that (i) neither it and nor any of its Subsidiaries nor any of the officers and directors shall notof it or its Subsidiaries shall, (ii) and that it shall cause use its Subsidiaries and its Subsidiaries’ officers and directors not to, and (iii) it shall reasonable commercial efforts to cause its and its Subsidiaries’ ' employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of its Subsidiaries) not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it or any of (x) an equity interest representing a 15% its Significant Subsidiaries, or greater economic any purchase or voting interest in the Company, (y) the assets, securities or other ownership interests sale of or in the Company or its Subsidiaries representing 1520% or more of the consolidated assets (including stock of its Subsidiaries) of it and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 20% or more of its total voting power (or of the Company and surviving parent entity in such transaction) or the voting power of any of its Significant Subsidiaries (any such proposal, offer or transaction (z) other than a proposal or offer made by any other transaction the consummation of which would reasonably be expected party to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated herebyan Affiliate thereof), other than, in the case of clauses (xan "Acquisition Proposal"), (yii) and (z), the transactions contemplated by this Agreement (have any such proposal or offer being hereinafter referred to as an (“Acquisition Proposal”), (B) directly or indirectly, engage in any discussions or negotiations concerning, provide access to its properties or furnish discussion with or provide access to its, books and records or any -------------------- confidential information or data to, to any Person relating toto an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (Civ) otherwise cooperate in any way withapprove or recommend, or assist propose to approve or participate inrecommend, facilitate or encourageexecute or enter into, any effort letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or attempt by any other Person to do similar agreement or seek propose publicly or agree to do any of the foregoing; provided, however, that if the Board of Directors of the Company, foregoing related to any Acquisition Proposal. (b) Notwithstanding anything in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties this Agreement to the Company’s shareholders contrary, each of Globespan and Virata (and their respective Boards of Directors) shall be permitted to (i) comply with applicable law (including Rule 14d-9 and Rule 14e-2 promulgated under applicable Lawthe Exchange Act) with regard to an Acquisition Proposal, then at any time prior to (ii) effect a Change in the acceptance for payment of Shares pursuant to Globespan Recommendation or a Change in the OfferVirata Recommendation, as the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutescase may be, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person making such Acquisition Proposal (and its representatives) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2iii) engage in discussions or negotiations with with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, if and only to the Person making extent that, in any such case referred to in clause (ii) or (iii), (A) in the case of Globespan, the Globespan Stockholders Meeting shall not have occurred, or in the case of Virata, the Virata Stockholders Meeting shall not have occurred, (B) (I) in the case of clause (ii) above, it has received an unsolicited bona fide written Acquisition Proposal from a third party and its Board of Directors concludes in good faith that such Acquisition Proposal constitutes a Superior Proposal and (and II) in the case of clause (iii) above, its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right Board of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information Directors concludes in good faith that there is provided to the Person making a reasonable likelihood that such Acquisition Proposal could constitute a Superior Proposal, (C) in the case of clause (ii) or (iii) above, its representatives which was not previously provided Board of Directors, after consultation with outside counsel, determines in good faith that it is required to Parent do so in the exercise of its fiduciary duties under applicable law, (D) prior to providing any information or Merger Subdata to any Person in connection with an Acquisition Proposal by any such Person, its Board of Directors receives from such Person an executed confidentiality agreement having provisions that are at least as restrictive to such Person as the comparable provisions contained in the Confidentiality Agreement, and (E) prior to providing any information or data to any Person or entering into discussions or negotiations with any Person, it notifies the other party promptly of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, any of its representatives, indicating, in connection with such notice, the name of such Person and the material terms and conditions of any inquiries, proposals or offers. The Company Each of Globespan and its Subsidiaries Virata agrees that it will promptly keep each other reasonably informed of the status and terms of any inquiries, proposals or offers and the status and terms of any discussions or negotiations, including the identity of the party making such inquiry, proposal or offer. Each of Globespan and Virata agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than the parties to this Agreement) conducted heretofore with respect to any Acquisition Proposal Proposal. Each of Globespan and Virata agrees that it will require that any such Person shall use reasonable commercial efforts to promptly return or destroy any confidential information inform its directors, officers, key employees, agents and representatives of the Company obligations undertaken in this Section 6.5. Nothing in this Section 6.5 shall (x) permit Globespan or its Subsidiaries Virata to terminate this Agreement (except as specifically provided in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1Article VIII hereof) or (2y) affect or limit any other obligation of Globespan or Virata under this Section 6.4(aAgreement except as specifically provided in Sections 6.1(b) and 6.1(c)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related thereto.

Acquisition Proposals. (a) The Each Media Company and each of Xxxxx, Newhaven and El Sitio agrees that (i) neither it nor any of the El Sitio Subsidiaries or affiliates nor any of the directors and its officers of it or the El Sitio Subsidiaries or affiliates shall, and directors shall not, (ii) that it shall use its reasonable best efforts to cause its the El Sitio Subsidiaries and its affiliates, employees, agents and representatives (including any investment banker, attorney or accountant retained by it or any of the El Sitio Subsidiaries’ officers and directors ) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, El Sitio or any of the El Sitio Subsidiaries, IAMP or any of the IAMP Subsidiaries or Newhaven or any of the Newhaven Subsidiaries (x) an equity interest representing or a 15% material portion of the stock or greater economic or voting interest assets thereof), (other than any such transaction permitted by Section 5.2 in the Company, (y) the assets, securities or other ownership interests case of or in the a Media Company or its Subsidiaries representing 15% subsidiaries, and Section 5.3 in the case of El Sitio) or more any purchase or sale of the consolidated assets (including, without limitation, shares of its subsidiaries) of it and its subsidiaries, taken as a whole, or any purchase or sale of, or tender or exchange offer for, its voting securities that, if consummated, would result in any person (or the shareholders of such Person) beneficially owning all or substantially all of its securities (or of the Company and surviving parent entity in such transaction) or any of its Subsidiaries or (z) any other transaction the consummation of which would reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement in any material respect or materially delay consummating the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions contemplated by this Agreement subsidiaries (any such proposal, offer or transaction (other than a proposal or offer made by the other party to this Agreement or an affiliate thereof) being hereinafter referred to as an (“"Acquisition Proposal”"), (ii) have any discussions with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement related to any Acquisition Proposal or propose or agree to do any of the foregoing. 62 (b) Notwithstanding anything in this Agreement to the contrary, El Sitio and its board of directors shall be permitted to (A) effect a Change in the El Sitio Recommendation or (B) directly or indirectly, engage in any discussions or negotiations concerningwith, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating toperson in response to an unsolicited bona fide written Acquisition Proposal by any such person first made after the date of this Agreement, if and only to the extent that, in any such case referred to in clause (A) or (B) above: (i) the party making the Acquisition Proposal is an entity with which El Sitio has not engaged, directly or indirectly, in substantial discussions with respect to an Acquisition Proposal or at any time during the six months immediately prior to the date hereof; (Cii) otherwise cooperate the El Sitio Shareholders Meeting shall not have occurred; (iii) El Sitio has complied in any way withall respects with this Section 6.2; (iv) El Sitio's board of directors, or assist or participate inon the advice of outside counsel, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing; provided, however, that if the Board of Directors of the Company, determines in good faith, and after consultation with outside counsel and financial advisors, determines faith that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Lawlaw; (v) in the case only of clause (A) above, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a (I) El Sitio has received an unsolicited bona fide written Acquisition Proposal from a third party and El Sitio's board of directors concludes in good faith that the Board of Directors such Acquisition Proposal constitutes a Superior Proposal (after giving effect to all of the Company determinesconcessions that may be offered by the other party hereto pursuant to clause (III) below), (II) it has notified the other parties hereto, at least five business days in advance, of its intention to effect a Change in the El Sitio Recommendation, specifying the material terms and conditions of such Superior Proposal and furnishing to the other party to this Agreement a copy of any relevant proposed transaction agreements with the party making such Superior Proposal and any other material documents received by it or its Representatives, and (III) prior to effecting such a Change in the El Sitio Recommendation, it has, and has caused its financial and legal advisors to, negotiate with the other parties hereto in good faithfaith to make such adjustments in the terms and conditions of this Agreement such that such Acquisition Proposal would no longer constitute a Superior Proposal; (vi) in the case only of clause (B) above, after consultation with outside counsel and financial advisorsthe board of directors of El Sitio concludes in good faith that there is a reasonable likelihood that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal (taking into account the terms of the Acquisition Proposal, constitutesthe identity of the Person making such Acquisition Proposal, or would reasonably be expected the ability of such Person to lead to, effect a Superior Proposal, and which all other relevant factors), and prior to providing any information or data to any person in connection with an Acquisition Proposal did not result by any such person, the board of directors of El Sitio receives from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the such Person making such Acquisition Proposal (and its representatives) pursuant to a customary an executed confidentiality agreement having provisions that is are no less restrictive more favorable to such Person than those contained in the Confidentiality Agreement for Newhaven, Xxxxx and IAMP; and 63 (including vii) El Sitio notifies the other parties hereto, as promptly as practicable (and in respect any event with 24 hours of standstill provisions) and (2) engage in providing any confidential information or data to any Person or entering into discussions or negotiations with any Person), of such inquiries, proposals or offers received by, any such information requested from, or any such discussions or negotiations sought to be initiated or continued with, it or any of its representatives indicating, in connection with such notice, the identity of such Person making and the material terms and conditions of any inquiries, proposals or offers (including a copy thereof if in writing and any related available documentation or correspondence and copies of any written or electronic materials provided to such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to Person). El Sitio agrees that it will promptly keep the right other parties hereto informed of the Company to withhold information where status and terms of any such disclosure would contravene proposals or offers and the status and terms of any Lawsuch discussions or negotiations. (c) Each of Newhaven and Xxxxx, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The each Media Company and its Subsidiaries El Sitio agrees that (i) it will, and will cause their respective agents its directors, officers and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons conducted heretofore with respect to any Acquisition Proposal Proposal, (ii) it will immediately cease and cause its subsidiaries, its affiliates, and its and their officers, directors, agents, representatives and advisors, to cease any and all existing activities, discussions or negotiations with any third parties conducted heretofore with respect to any Acquisition Proposal, and (iii) it will require not release any third party from, or waive any provisions of, any confidentiality or standstill agreement to which it or any of its subsidiaries is a party with respect to any Acquisition Proposal. Each of El Sitio, the Media Companies, Newhaven and Xxxxx agrees that any such Person shall it will use reasonable best efforts to promptly return or destroy any confidential information inform its respective directors, officers, key employees, agents and representatives of the Company or its Subsidiaries obligations undertaken in its possession. The Company this Section 6.2. (d) Nothing in this Section 6.2 shall also promptly (within 24 hours and, in i) permit any event, prior party to taking any action contemplated by clause (1) terminate this Agreement or (2ii) of this Section 6.4(a)) notify Parent affect any other obligation of the receipt parties hereto under this Agreement. El Sitio shall not submit to the vote of its shareholders any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after other than the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoEl Sitio Merger.

Acquisition Proposals. (a) The Company agrees that (i) neither it and nor any of its officers and directors shall notshall, (ii) and that it shall use its reasonable best efforts to cause its Subsidiaries employees, agents and its Subsidiaries’ officers and directors representatives (including any investment banker, attorney or accountant retained by it) not to, and (iii) it shall cause its and its Subsidiaries’ agents and representatives not to, in each case (A) directly or indirectly, (i) initiate, solicit or knowinglysolicit, encourage or knowingly facilitate (including by way of furnishing information) any inquiries or the making of any proposal or offer with respect to, or a transaction to the direct or indirect acquisitioneffect, including by way of a tender offer, exchange offer, merger, consolidation or other reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving it, or any purchase or sale of (x) an equity interest representing a 15% or greater economic or voting interest in the Company, (y) the assets, securities or other ownership interests of or in the Company or its Subsidiaries representing 1525% or more of the consolidated assets of it, or any purchase or sale of, or tender or exchange offer for, its equity securities that, if consummated, would result in any Person (or the stockholders of such Person) beneficially owning securities representing 25% or more of its total voting power (or of the surviving parent entity in such transaction) (any such proposal, offer or transaction (other than a proposal or offer made by Buyer or an Affiliate thereof), an "ACQUISITION PROPOSAL"), (ii) have any discussion with or provide any confidential information or data to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal, or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal, (iii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal or (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. (b) Notwithstanding the foregoing, nothing contained in this Agreement shall prevent the Company or its Board of Directors from (i) taking and disclosing to its Subsidiaries stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act, (ii) prior to the Company Stockholder Approval being obtained, providing access to properties, books and records and providing information or data in response to a request therefor by a person who has made an unsolicited bona fide written Acquisition Proposal if the Board of Directors of the Company receives from the person so requesting such information an executed confidentiality agreement on terms substantially similar to those contained in the ThinkEquity Partners LLC Confidentiality Agreement dated December 14, 2001 (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Agreement and such Confidentiality Agreement) (provided that all such written information that has not previously been supplied to Buyer is also provided on a prior or substantially concurrent basis to Buyer), or (ziii) prior to the Company Stockholders Approval being obtained, engaging in any negotiations or discussions with any person who has made an unsolicited bona fide written Acquisition Proposal, if and only to the extent that in connection with the foregoing clauses (ii) and (iii), (1) the Company's Board of Directors (after consultation with its independent legal counsel) determines in good faith that such action is legally required for the Board of Directors to comply with its fiduciary duties to the Company's stockholders under applicable law, (2) such Acquisition Proposal is not subject to any financing contingencies or is, in the good faith judgment of the Company's Board of Directors (after consultation with its financial advisor), reasonably capable of being financed by such other person and (3) the Company's Board of Directors determines in good faith after consultation with its independent legal counsel and financial advisor (taking into account among other things the legal, financial, regulatory and other aspects of the proposal, the person making the proposal, the likelihood of consummation and the time to complete such transaction) that such Acquisition Proposal is reasonably likely to lead to a transaction that is reasonably capable of being completed on the consummation of which terms proposed and that, if consummated, would reasonably be expected to prevent or materially delay result in a transaction more favorable to the Company Shareholders and Noteholders collectively from performing its obligations under this Agreement in any material respect or materially delay consummating a financial point of view than the transactions contemplated hereby, other than, in the case of clauses (x), (y) and (z), the transactions transaction contemplated by this Agreement (any such proposal or offer more favorable Acquisition Proposal being hereinafter referred to in this Agreement as an a "SUPERIOR PROPOSAL"). (“Acquisition Proposal”)c) The Company agrees that it will promptly keep Buyer informed of the status and terms of any inquiries, (B) directly proposals or indirectly, engage in offers and the status and terms of any discussions or negotiations concerningnegotiations, provide access to its properties or furnish or provide access to its, books and records or any confidential information or data to, any Person relating to, an Acquisition Proposal or (C) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any including the identity of the foregoing; provided, however, that if the Board of Directors of the Company, in good faith, and after consultation with outside counsel and financial advisors, determines that the failure to take such action would be reasonably likely to result in a breach of its fiduciary duties to the Company’s shareholders under applicable Law, then at any time prior to the acceptance for payment of Shares pursuant to the Offer, the Company and its representatives may, in response to a written Acquisition Proposal that the Board of Directors of the Company determines, in good faith, after consultation with outside counsel and financial advisors, constitutes, or would reasonably be expected to lead to, a Superior Proposal, and which Acquisition Proposal did not result from a breach of this Section 6.4(a), (1) provide access or furnish information with respect to the Company and its Subsidiaries to the Person party making such Acquisition Proposal inquiry, proposal or offer. (and its representativesd) pursuant to a customary confidentiality agreement that is no less restrictive than the Confidentiality Agreement (including in respect of standstill provisions) and (2) engage in discussions or negotiations with the Person making such Acquisition Proposal (and its representatives) regarding such Acquisition Proposal; provided further, however, that, subject to the right of the Company to withhold information where such disclosure would contravene any Law, the Company shall promptly provide to Parent any non-public information that is provided to the Person making such Acquisition Proposal or its representatives which was not previously provided to Parent or Merger Sub. The Company and its Subsidiaries agrees that it will, and will cause their respective agents its officers, directors and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations existing as of the date of this Agreement with any Persons parties (other than Buyer) conducted heretofore with respect to any Acquisition Proposal Proposal. The Company agrees that it will use reasonable best efforts to promptly inform its directors, officers, key employees, agents and will require that representatives of the obligations undertaken in this Section 6.6. Nothing in this Section 6.6 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article VIII hereof) or (y) affect or limit any such Person shall promptly return or destroy any confidential information other obligation of the Company or its Subsidiaries in its possession. The Company shall also promptly (within 24 hours and, in any event, prior to taking any action contemplated by clause (1) or (2) of under this Section 6.4(a)) notify Parent of the receipt of any Acquisition Proposal or any inquiry, proposal or offer that is reasonably likely to lead to an Acquisition Proposal after the date hereof, which notice shall include the identity of the Person making such Acquisition Proposal or other inquiry, proposal or offer and the material terms and conditions thereof, and will keep Parent promptly and reasonably apprised of any related material developments, discussions and negotiations related theretoAgreement.